Common use of Demand Registration After Public Equity Offering Clause in Contracts

Demand Registration After Public Equity Offering. (a) At any time and from time to time after the occurrence of a Public Equity Offering, Holders owning, individually or in the aggregate, not less than the Requisite Securities may make a written request, on two occasions (each, a "Demand Registration"), that the Company register the issuance of the Warrant Shares by the Company upon exercise, or if such issuance is not then permitted to be registered by applicable rule or policy of the SEC, the resale of the Warrant Shares, under the Securities Act. The Company shall file with the SEC and use its best efforts to cause to become effective under the Securities Act a Registration Statement with respect to such Registrable Securities within (i) 45 days of receipt of such written request for a Demand Registration if the Company is then eligible to register an offering pursuant to Form S-3 under the Securities Act; (ii) 90 days of receipt of such written request for a Demand Registration if the Company is not then eligible to register an offering pursuant to Form S-3 under the Securities Act but is then qualified as a reporting company under the Exchange Act; or (iii) 180 days of receipt of such written request for a Demand Registration in any other case. Any such request will specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. The Company shall give written notice of such registration request to all other Holders of Registrable Securities within 15 days after the receipt thereof. Within 20 days after receipt by any Holder of Registrable Securities of such notice from the Company, such Holder may request in writing that such Holder's Registrable Securities be included in such Registration Statement and the Company shall include in such Registration Statement the Registrable Securities of any such Holder requested to be so included (the "Included Securities"). Each such request by such other Holders shall specify the number of Included Securities proposed to be sold and the intended method of disposition thereof. Subject to Sections 2.2(b) and 2.2(f) hereof, the Company shall be required to register Registrable Securities pursuant to this Section 2.2(a) on a maximum of two separate occasions; provided, however, that the Company may be required on one additional occasion to register Registrable Securities issued or issuable in connection with the Contingent Warrants if the holders of such Registrable Securities have not been offered an opportunity to include such Registrable Securities in a Registration Statement pursuant to a Demand Registration. Subject to Section 2.2(f) hereof, no other securities of the Company except (i) Registrable Securities held by any Holder, (ii) equity securities to be offered and sold for the account of the Company and (iii) any equity securities of the Company held by the parties to the Investors' Rights Agreement or by any Person having "piggy-back" registration rights pursuant to any contractual obligation of the Company shall be included in a Demand Registration. The inclusion of any such securities for the account of the Company or any other Person shall be on the same terms as that of the Registrable Securities.

Demand Registration After Public Equity Offering. (a) At any time and from time to time Commencing on the earlier of March 15, 2003 or 180 days after the occurrence of a an initial Public Equity Offering, Holders owning, individually or in the aggregate, not less than the Requisite Securities may make a written request, on two occasions (each, a "Demand Registration"), that the Company register the issuance of the Warrant Shares by the Company upon exercise, or if such issuance is not then permitted to be registered by applicable rule or policy of the SEC, the resale of the Warrant Shares, request for one registration under the Securities ActAct of their Registrable Securities (a "DEMAND REGISTRATION"). The Within 120 days of the receipt of such written request for a Demand Registration, the Company shall file with the SEC and use its best efforts to cause to become effective under the Securities Act a Registration Statement with respect to such Registrable Securities within (i) 45 days of receipt of such written request for a Demand Registration if the Company is then eligible to register an offering pursuant to Form S-3 under the Securities Act; (ii) 90 days of receipt of such written request for a Demand Registration if the Company is not then eligible to register an offering pursuant to Form S-3 under the Securities Act but is then qualified as a reporting company under the Exchange Act; or (iii) 180 days of receipt of such written request for a Demand Registration in any other caseSecurities. Any such request will specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. The Company shall give written notice of such registration request to all other Holders of Registrable Securities within 15 20 days after the receipt thereof. Within 20 30 days after receipt by any Holder of Registrable Securities the date of such notice from the Company, such any Holder may request in writing that such Holder's Registrable Securities be included in such Registration Statement and the Company shall include in such Registration Statement the Registrable Securities of any such Holder requested to be so included (the "Included SecuritiesINCLUDED SECURITIES"). Each such request by such other Holders shall specify the number of Included Securities proposed to be sold and the intended method of disposition thereof. Subject to Sections 2.2(b2.1(b) and 2.2(f2.1(f) hereof, the Company shall be required to register Registrable Securities pursuant to this Section 2.2(a2.1(a) on a maximum of two separate occasions; provided, however, that the Company may be required on one additional occasion to register Registrable Securities issued or issuable in connection with the Contingent Warrants if the holders of such Registrable Securities have not been offered an opportunity to include such Registrable Securities in a Registration Statement pursuant to a Demand Registrationonly once. Subject to Section 2.2(f2.1(f) hereof, no other securities of the Company except (i) Registrable Securities held by any Holder, (ii) equity securities to be offered and sold for the account of the Company and (iii) any equity securities of the Company held by the parties to the Investors' Stockholder Rights Agreement or by any Person having "piggy-back" registration rights pursuant to any contractual obligation of the Company shall be included in a Demand Registration; provided, however, that no such securities for the account of the Company or any other Person (other than the parties to the Stockholder Rights Agreement) shall be so included unless, in connection with any underwritten offering, the managing underwriter or underwriters confirm to the Holders of Registrable Securities to be included in such Demand Registration that the inclusion of such other securities will not be likely to affect the price at which the Registrable Securities may be sold. The inclusion of any such securities for the account of the Company or any other Person shall be on the same terms as that of the Registrable Securities.

Demand Registration After Public Equity Offering. (a) At any time ------------------------------------------------ and from time to time after the earlier of the occurrence of a Public Equity OfferingOffering and May 15, 2000, Holders owning, individually or in the aggregate, not less than the Requisite Securities may make a written request, on two occasions request for registration under the Securities Act of their Registrable Securities (each, a "Demand Registration"), that the Company register the issuance . Within 90 days of the Warrant Shares by the Company upon exercise, or if receipt of such issuance is not then permitted to be registered by applicable rule or policy of the SECwritten request for a Demand Registration, the resale of the Warrant Shares, under the Securities Act. The Company shall file with the SEC and use its best efforts to cause to become effective under the Securities Act a Registration Statement with respect to such Registrable Securities within (i) 45 days of receipt of such written request for a Demand Registration if the Company is then eligible to register an offering pursuant to Form S-3 under the Securities Act; (ii) 90 days of receipt of such written request for a Demand Registration if the Company is not then eligible to register an offering pursuant to Form S-3 under the Securities Act but is then qualified as a reporting company under the Exchange Act; or (iii) 180 days of receipt of such written request for a Demand Registration in any other caseSecurities. Any such request will specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. The Company shall give written notice of such registration request to all other Holders of Registrable Securities within 15 days after the receipt thereof. Within 20 days after receipt by any Holder of Registrable Securities of such notice from the Company, such Holder may request in writing that such Holder's Registrable Securities be included in such Registration Statement and the Company shall include in such Registration Statement the Registrable Securities of any such Holder requested to be so included (the "Included Securities"). Each such request by such other Holders shall specify the number of Included Securities proposed to be sold and the intended method of disposition thereof. Subject to Sections 2.2(b2.1(b) and 2.2(f2.1(f) hereof, the Company shall be required to register Registrable Securities pursuant to this Section 2.2(a2.1(a) on a maximum of two three separate occasions; provided, however, that the Company may be required on one additional occasion to register Registrable Securities issued or issuable in connection with the Contingent Warrants if the holders of such Registrable Securities have not been offered an opportunity to include such Registrable Securities in a Registration Statement pursuant to a Demand Registration. Subject to Section 2.2(f2.1(f) hereof, no other securities of the Company except (i) Registrable Securities held by any Holder, (ii) equity securities to be offered and sold for the account of the Company and (iii) any equity securities of the Company held by the parties to the Investors' Stockholder Rights Agreement or by any Person having "piggy-back" registration rights pursuant to any contractual obligation of the Company shall be included in a Demand Registration; provided, -------- however, that no such securities for the account of the Company or any other ------- person (other than the parties to the Stockholder Rights Agreement) shall be so included unless, in connection with any underwritten offering, the managing underwriter or underwriters confirm to the Holders of Registrable Securities to be included in such Demand Registration that the inclusion of such other securities will not be likely to affect the price at which the Registrable Securities may be sold. The inclusion of any such securities for the account of the Company or any other Person shall be on the same terms as that of the Registrable Securities.

Demand Registration After Public Equity Offering. (a) At any time and from time to time after the occurrence of a Public Equity Offering, Offering Holders owning, individually or in the aggregate, not less than the Requisite Securities may make a written request, on two occasions (each, a "Demand Registration"), that the Company register the issuance of the Warrant Shares by the Company upon exercise, or if such issuance is not then permitted to be registered by applicable rule or policy of the SEC, the resale of the Warrant Shares, request for registration under the Securities ActAct of their Registrable Securities (a "DEMAND REGISTRATION"). The Within 120 days of the receipt of such written request for a Demand Registration, the Company shall file with the SEC and use its best efforts to cause to become effective under the Securities Act a Registration Statement with respect to such Registrable Securities within (i) 45 days of receipt of such written request for a Demand Registration if the Company is then eligible to register an offering pursuant to Form S-3 under the Securities Act; (ii) 90 days of receipt of such written request for a Demand Registration if the Company is not then eligible to register an offering pursuant to Form S-3 under the Securities Act but is then qualified as a reporting company under the Exchange Act; or (iii) 180 days of receipt of such written request for a Demand Registration in any other caseSecurities. Any such request will specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. The Company shall give written notice of such registration request to all other Holders of Registrable Securities within 15 days after the receipt thereof. Within 20 days after receipt by any Holder of Registrable Securities of such notice from the Company, such Holder may request in writing that such Holder's Registrable Securities be included in such Registration Statement and the Company shall include in such Registration Statement the Registrable Securities of any such Holder requested to be so included (the "Included SecuritiesINCLUDED SECURITIES"). Each such request by such other Holders shall specify the number of Included Securities proposed to be sold and the intended method of disposition thereof. Subject to Sections 2.2(b2.1(b) and 2.2(f2.1(f) hereof, the Company shall be required to register Registrable Securities pursuant to this Section 2.2(a2.1(a) on a maximum of two three separate occasions; provided, however, that the Company may be required on one additional occasion to register Registrable Securities issued or issuable in connection with the Contingent Warrants if the holders of such Registrable Securities have not been offered an opportunity to include such Registrable Securities in a Registration Statement pursuant to a Demand Registration. Subject to Section 2.2(f2.1(f) hereof, no other securities of the Company except (i) Registrable Securities held by any Holder, (ii) equity securities to be offered and sold for the account of the Company and (iii) any equity securities of the Company held by the parties to the InvestorsShareholders' Rights Agreement or by any Person having "piggy-back" registration rights pursuant to any contractual obligation of the Company shall be included in a Demand Registration; PROVIDED, HOWEVER, that no such securities for the account of the Company or any other person (other than the parties to the Shareholders' Agreement) shall be so included unless, in connection with any underwritten offering, the managing underwriter or underwriters confirm to the Holders of Registrable Securities to be included in such Demand Registration that the inclusion of such other securities will not be likely to effect the price at which the Registrable Securities may be sold. The inclusion of any such securities for the account of the Company or any other Person shall be on the same terms as that of the Registrable Securities.