Common use of Demand Registration on Form S-1 Clause in Contracts

Demand Registration on Form S-1. At any time and from time to time, any Key Holder may request, in writing, that the Company effect the registration on Form S-1 (or any successor form) providing for the resale pursuant to Rule 415 from time to time of Registrable Common Stock owned by such Key Holder (a “Demand Registration”), in accordance with the methods of distribution set forth in such Demand Registration Statement (which plan of distribution is attached hereto as Exhibit A, modified to be consistent with then current market practice and in accordance with then applicable securities laws, rules and regulations); provided, however, that if the Key Holder requesting a Demand Registration pursuant to this Section 2(a) intends to distribute the Registrable Common Stock by means of an underwritten offering, the Demand Registration shall not provide for resale pursuant to Rule 415 and the plan of distribution shall be that plan of distribution provided by the lead underwriter for the underwritten offering. As promptly as practicable after such request, but in any event within sixty (60) days after the Company’s receipt of such request by the Key Holder (the “Demand Registration Statement Filing Date”), the Company shall file a registration statement on Form S-1 or such other form under the Securities Act then available to the Company. The Company shall use its commercially reasonable best efforts to cause a Demand Registration Statement to be declared effective by the SEC as promptly as practicable following such filing. Notwithstanding anything to the contrary herein, (i) the right to request a Demand Registration pursuant to this Section 2(a) shall be suspended upon the Company becoming eligible to file a Registration Statement on Form S-3 (or any successor form), provided that the Company has filed a Shelf Registration Statement (as defined below) and such Shelf Registration Statement has been declared effective by the SEC, and (ii) the right to request a Demand Registration pursuant to this Section 2(a) shall terminate if none of the events specified in clauses (i), (ii) or (iii) in the immediately following sentence occurs. The foregoing notwithstanding, the Key Holders shall be entitled to exercise their Demand Registration rights during the term of this Agreement in the event (i) the Company, after filing the Shelf Registration Statement, is no longer eligible to use Form S-3 prior to the expiration of the time period specified in Section 3(g), (ii) the Shelf Registration is withdrawn prior to the expiration of the time period specified in Section 3(g) or (iii) sales under the Shelf Registration Statement are suspended for periods in excess of those set forth in the last sentence of Section 3(f).

Demand Registration on Form S-1. At any time and from time to timeafter September 30, any Key Holder 2006, a Stockholder or Stockholders holding in the aggregate at least a majority of the Registrable Common Stock then outstanding may request, in writing, that the Company effect the registration on Form S-1 (or any successor form) providing for the resale pursuant to Rule 415 from time to time by the Stockholders of Registrable Common Stock owned by such Key Holder Stockholder or Stockholders having an aggregate value of at least EXECUTION VERSION $6,250,000 (based on the market price on the date of such request) (a “"Demand Registration”"), in accordance with the methods of distribution set forth in such Demand Registration Statement (as defined below) (which plan of distribution is attached hereto as Exhibit A, modified to be consistent with then current market practice and in accordance with then applicable securities laws, rules and regulations); provided, however, that if the Key Holder Stockholders requesting a Demand Registration pursuant to this Section 2(a) intends intend to distribute the Registrable Common Stock by means of an underwritten offeringunderwriting, the Demand Registration shall not provide for resale pursuant to Rule 415 and the plan of distribution shall be that plan of distribution provided by the lead underwriter for the underwritten offering. As promptly as practicable after such request, but in any event within sixty (60) 60 days after the Company’s receipt of such request by the Key Holder (the “Demand Registration Statement Filing Date”)Stockholder, the Company shall file a registration statement on Form S-1 or such other form under the Securities Act then available to the Company. The Company shall use its commercially reasonable best efforts to cause a Demand Registration Statement to be declared effective by the SEC as promptly as practicable following such filing. In connection with each such Demand Registration, the Company shall cause there to occur Full Cooperation. Notwithstanding anything to the contrary herein, (i) the right to request a Demand Registration pursuant to this Section 2(a) shall be suspended upon the Company becoming eligible to file a Registration Statement on Form S-3 (or any successor form), provided that the Company has filed a Shelf Registration Statement (as defined below) and such Shelf Registration Statement has been declared effective by the SEC, and (ii) the right to request a Demand Registration pursuant to this Section 2(a) shall terminate if none of the events specified in clauses (i), (ii) or (iii) in the immediately following sentence occurs. The foregoing notwithstanding, the Key Holders Stockholders shall be entitled to exercise their Demand Registration rights during the term of this Agreement in the event (i) the Company, after filing the Shelf Registration Statement, Company is no longer eligible to use Form S-3 prior to the expiration of the time period specified in Section 3(g)S-3, (ii) the Shelf Registration is withdrawn prior to the expiration of the time period specified in the third sentence of Section 3(g3(b) or (iii) sales under the Shelf Registration Statement are suspended for periods in excess of those set forth in the last sentence of Section 3(f3(b).

Demand Registration on Form S-1. At any time and from time to timeafter September 30, any Key Holder 2006, a Stockholder or Stockholders holding in the aggregate at least a majority of the Registrable Common Stock then outstanding may request, in writing, that the Company effect the registration on Form S-1 (or any successor form) providing for the resale pursuant to Rule 415 from time to time by the Stockholders of Registrable Common Stock owned by such Key Holder Stockholder or Stockholders having an aggregate value of at least $6,250,000 (based on the market price on the date of such request) (a “"Demand Registration”"), in accordance with the methods of distribution set forth in such Demand Registration Statement (as defined below) (which plan of distribution is attached hereto as Exhibit A, modified to be consistent with then current market practice and in accordance with then applicable securities laws, rules and regulations); provided, however, that if the Key Holder Stockholders requesting a Demand Registration pursuant to this Section 2(a) intends intend to distribute the Registrable Common Stock by means of an underwritten offeringunderwriting, the Demand Registration shall not provide for resale pursuant to Rule 415 and the plan of distribution shall be that plan of distribution provided by the lead underwriter for the underwritten offering. As promptly as practicable after such request, but in any event within sixty (60) 60 days after the Company’s receipt of such request by the Key Holder (the “Demand Registration Statement Filing Date”)Stockholder, the Company shall file a registration statement on Form S-1 or such other form under the Securities Act then available to the Company. The Company shall use its commercially reasonable best efforts to cause a Demand Registration Statement to be declared effective by the SEC as promptly as practicable following such filing. In connection with each such Demand Registration, the Company shall cause there to occur Full Cooperation. Notwithstanding anything to the contrary herein, (i) the right to request a Demand Registration pursuant to this Section 2(a) shall be suspended upon the Company becoming eligible to file a Registration Statement on Form S-3 (or any successor form), provided that the Company has filed a Shelf Registration Statement (as defined below) and such Shelf Registration Statement has been declared effective by the SEC, and (ii) the right to request a Demand Registration pursuant to this Section 2(a) shall terminate if none of the events specified in clauses (i), (ii) or (iii) in the immediately following sentence occurs. The foregoing notwithstanding, the Key Holders Stockholders shall be entitled to exercise their Demand Registration rights during the term of this Agreement in the event (i) the Company, after filing the Shelf Registration Statement, Company is no longer eligible to use Form S-3 prior to the expiration of the time period specified in Section 3(g)S-3, (ii) the Shelf Registration is withdrawn prior to the expiration of the time period specified in the third sentence of Section 3(g3(b) or (iii) sales under the Shelf Registration Statement are suspended for periods in excess of those set forth in the last sentence of Section 3(f3(b).