Common use of DEMAND REGISTRATION ON FORM S-3 Clause in Contracts

DEMAND REGISTRATION ON FORM S-3. (a) If (i) the Company shall receive a written request (specifying that it is being made pursuant to this subsection) from one or more Holders that the Company file a registration statement on Form S-3 (or any successor form to Form S-3 regardless of its designation) for a public offering of Registrable Securities the reasonably anticipated aggregate price to the public of which would equal or exceed $5,000,000, and (ii) the Company is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register such securities, then the Company shall promptly notify all other Holders of such request and shall use its commercially reasonable best efforts to cause all Registrable Securities that Holders have requested be registered to be registered on Form S-3 (or any successor form to Form S-3). (b) Notwithstanding the foregoing, (i) the Company shall not be obligated to effect a registration pursuant to this subsection during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on a date six (6) months following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Company; provided, that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith; (ii) the Company shall not be obligated to effect a registration pursuant to this subsection within six (6) months after the effective date of a prior registration under this Section; and (iii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days; provided, however, that the Company shall not be permitted to so defer its obligation more than once in any 12-month period. (c) The Holders’ rights to registration under this Section 2.2 are in addition to, and not in lieu of, their rights to registration under any other section of this Agreement.

DEMAND REGISTRATION ON FORM S-3. (a) If At any time after the date hereof and prior to the fifth anniversary of the date hereof, the holders of at least fifty percent (i50%) of the Registrable Securities may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities in the manner specified in such request. Upon receipt of such request, the Company shall receive a written promptly deliver notice of such request to all holders of Registrable Securities, who shall then have thirty (specifying that it is being made pursuant 30) days to this subsection) from one or more Holders that notify the Company file a in writing of their desire to be included in such registration. If the request for registration statement contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon such Person's participation in such underwritten public offering and the inclusion of such Person's Registrable Securities in the underwritten public offering to the extent provided herein. The Company will use its reasonable efforts to effect the registration on Form S-3 (or any a comparable successor form to Form S-3 regardless form) of its designation) for a public offering of Registrable Securities the reasonably anticipated aggregate price to the public of which would equal or exceed $5,000,000, and (ii) the Company is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register such securities, then the Company shall promptly notify all other Holders of such request and shall use its commercially reasonable best efforts to cause all Registrable Securities that Holders have requested whose holders request participation in such registration under the Securities Act, but only to the extent provided for in this Agreement. The Company shall not be registered required to be registered on Form S-3 (or any successor form effect registration pursuant to Form S-3). (b) a request under this Section 2 more than one time. Notwithstanding anything to the foregoingcontrary contained herein, (i) the Company shall not be obligated to effect a registration pursuant to this subsection during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on a date six (6) months following the effective date of, file a registration statement pertaining to an underwritten public offering of securities under this Section 2: (a) if Form S-3 is not then available for the account of the Company; provided, that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faithproposed offering; (iib) the Company shall not be obligated to effect a registration pursuant to this subsection within six ninety (690) months days after the effective date of a prior registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 4; or (c) during a Suspension Period (as defined in Section 8(a)). A registration will not count as a requested registration under this Sectionsection 2(a) unless and until the registration statement relating to such registration has been declared effective by the Commission. (b) If a requested registration involves an underwritten public offering and the managing underwriter of such offering determines in good faith that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; and provided, that the shares to be excluded shall be determined in the following order of priority: (i) persons not having any contractual or other right to include such securities in the registration statement, (ii) securities held by any other Persons (other than the holders of Registrable Securities) having a contractual, incidental "piggyback" right to include such securities in the registration statement, (iii) if securities to be registered by the Company shall furnish pursuant to such registration statement, (iv) Registrable Securities of holders who did not make the Holders original request for registration and, if necessary, (v) Registrable Securities of holders who requested such registration pursuant to Section 2(a). If there is a certificate signed by the President reduction of the Company stating that in the good faith judgment number of the Board of Directors it would be seriously detrimental Registrable Securities pursuant to the Company clauses (iv) or its shareholders for a registration statement to be filed in the near future(v), then the Company’s obligation to use its best efforts to file a registration statement such reduction shall be deferred for made on a period not to exceed 90 days; provided, however, that pro rata basis (based upon the Company shall not be permitted to so defer its obligation more than once in any 12-month periodaggregate number of Registrable Securities held by such holders). (c) With respect to a request for registration pursuant to Section 2(a) which is for an underwritten public offering, the managing underwriter shall be chosen by the holders of a majority of the Registrable Securities to be sold in such offering (which approval will not be unreasonably withheld or delayed). The Holders’ rights Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable) to become effective within ninety (90) days following the effective date of any registration under required pursuant to this Section 2.2 are in addition to, and not in lieu of, their rights to registration under any other section of this Agreement2.

DEMAND REGISTRATION ON FORM S-3. (a) If The Employee may make up to one (1) written request for a Demand Registration of all or any part of the Shares. Any request for a Demand Registration will specify the aggregate number of Shares proposed to be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the inability of the Employee to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, then such Demand Registration shall be deemed to have been effected (provided that (i) if the Demand Registration does not become effective because a material adverse change has occurred, or 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 Employee, (ii) if the Company withdraws the Demand Registration for any reason or preempts the request for the Demand Registration or (iii) if, after the Demand Registration has become effective, an offering of Shares pursuant to a registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other Governmental Authority or court, then the Demand Registration shall not be deemed to have been effected and will not count as a Demand Registration. (b) If the Employee so elects, the offering of such Shares pursuant to such Demand Registration shall be in the form of a "firm commitment" underwritten offering. The Employee shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with any offering under this Section 4, subject to the Company's approval, which approval shall not be unreasonably withheld. (c) Securities to be sold for the account of any Person (including the Company) other than the Employee shall not be included in a Demand Registration if the managing Underwriter or Underwriters shall advise the Company and the Employee in writing that the inclusion of such securities will materially and adversely affect the price of the offering (a "Material Adverse Effect"). Furthermore, in the event the managing Underwriter or Underwriters shall advise the Company or the Employee that even after exclusion of all securities of other Persons (including the Company) pursuant to the immediately preceding sentence, the number of Shares proposed to be included in such Demand Registration by the Employee is sufficiently large to cause a Material Adverse Effect, the Shares to be included in such Demand Registration shall equal the number of shares which the Company and the Employee are so advised can be sold in such offering without a Material Adverse Effect. (d) If the Company shall receive a written request be requested by the Employee (specifying that it is being made pursuant the "Request") to this subsection) from one or more Holders that the Company file effect a registration statement on Form S-3 (or any successor form to Form S-3 regardless under the Securities Act of its designation) for a public offering of Registrable Securities the reasonably anticipated aggregate price to the public of which would equal or exceed $5,000,000, and (ii) the Company is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register such securitiesShares in accordance with this Section 4, then the Company shall promptly notify all other Holders give written notice of such request proposed registration to the Employee and shall use its commercially reasonable best efforts offer to cause all Registrable Securities that Holders have requested be registered include the Shares in such proposed registration. The Request shall specify the number of Shares proposed to be registered on Form S-3 (or any successor form to Form S-3). (b) Notwithstanding the foregoing, (i) the included in such registration. The Company shall not be obligated to effect a registration pursuant to this subsection during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on a date six (6) months following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Company; provided, that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith; (ii) the Company shall not be obligated to effect a registration pursuant to this subsection within six (6) months after the effective date of a prior registration under this Section; and (iii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company’s obligation to promptly use its best efforts to file a effect such registration statement shall be deferred for a period not to exceed 90 days; provided, however, that of the Shares which the Company shall not be permitted has been so requested to so defer its obligation more than once in any 12-month periodregister on Form S-3, if such form is available. (c) The Holders’ rights to registration under this Section 2.2 are in addition to, and not in lieu of, their rights to registration under any other section of this Agreement.

DEMAND REGISTRATION ON FORM S-3. (a) If At any time after the date hereof and prior to the fifth anniversary of the date hereof, the holders of at least fifty percent (i50%) of the Registrable Securities may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities in the manner specified in such request. Upon receipt of such request, the Company shall receive a written promptly deliver notice of such request to all holders of Registrable Securities, who shall then have thirty (specifying that it is being made pursuant 30) days to this subsection) from one or more Holders that notify the Company file a in writing of their desire to be included in such registration. If the request for registration statement contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon such Person's participation in such underwritten public offering and the inclusion of such Person's Registrable Securities in the underwritten public offering to the extent provided herein. The Company will use its reasonable efforts to effect the registration on Form S-3 (or any a comparable successor form to Form S-3 regardless form) of its designation) for a public offering of Registrable Securities the reasonably anticipated aggregate price to the public of which would equal or exceed $5,000,000, and (ii) the Company is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register such securities, then the Company shall promptly notify all other Holders of such request and shall use its commercially reasonable best efforts to cause all Registrable Securities that Holders have requested whose holders request participation in such registration under the Securities Act, but only to the extent provided for in this Agreement. The Company shall not be registered required to be registered on Form S-3 (or any successor form effect registration pursuant to Form S-3). (b) a request under this Section 2 more than one time. Notwithstanding anything to the foregoingcontrary contained herein, (i) the Company shall not be obligated to effect a registration pursuant to this subsection during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on a date six (6) months following the effective date of, file a registration statement pertaining to an underwritten public offering of securities under this Section 2: (a) if Form S-3 is not then available for the account of the Company; provided, that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faithproposed offering; (iib) the Company shall not be obligated to effect a registration pursuant to this subsection within six ninety (690) months days after the effective date of a prior registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 4; or (c) during a Suspension Period (as defined in Section 8(a)). A registration will not count as a requested registration under this Sectionsection 2(a) unless and until the registration statement relating to such registration has been declared effective by the Commission. (b) If a requested registration involves an underwritten public offering and the managing underwriter of such offering determines in good faith that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; and provided, that the shares to be excluded shall be determined in the following order of priority: (i) persons not having any contractual or other right to include such securities in the registration statement, (ii) securities held by any other Persons (other than the holders of Registrable Securities) having a contractual, incidental "piggy back" right to include such securities in the registration statement, (iii) if securities to be registered by the Company shall furnish pursuant to such registration statement, (iv) Registrable Securities of holders who did not make the Holders original request for registration and, if necessary, (v) Registrable Securities of holders who requested such registration pursuant to Section 2(a). If there is a certificate signed by the President reduction of the Company stating that in the good faith judgment number of the Board of Directors it would be seriously detrimental Registrable Securities pursuant to the Company clauses (iv) or its shareholders for a registration statement to be filed in the near future(v), then the Company’s obligation to use its best efforts to file a registration statement such reduction shall be deferred for made on a period not to exceed 90 days; provided, however, that pro rata basis (based upon the Company shall not be permitted to so defer its obligation more than once in any 12-month periodaggregate number of Registrable Securities held by such holders). (c) With respect to a request for registration pursuant to Section 2(a) which is for an underwritten public offering, the managing underwriter shall be chosen by the holders of a majority of the Registrable Securities to be sold in such offering (which approval will not be unreasonably withheld or delayed). The Holders’ rights Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable) to become effective within ninety (90) days following the effective date of any registration under required pursuant to this Section 2.2 are in addition to, and not in lieu of, their rights to registration under any other section of this Agreement2.

DEMAND REGISTRATION ON FORM S-3. (a) If At any time after the date hereof and prior to the fifth anniversary of the date hereof, the holders of at least fifty percent (i50%) of the Registrable Securities may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities in the manner specified in such request. Upon receipt of such request, the Company shall receive a written promptly deliver notice of such request to all holders of Registrable Securities, who shall then have thirty (specifying that it is being made pursuant 30) days to this subsection) from one or more Holders that notify the Company file a in writing of their desire to be included in such registration. If the request for registration statement contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon such Person’s participation in such underwritten public offering and the inclusion of such Person’s Registrable Securities in the underwritten public offering to the extent provided herein. The Company will use its reasonable efforts to effect the registration on Form S-3 (or any a comparable successor form to Form S-3 regardless form) of its designation) for a public offering of Registrable Securities the reasonably anticipated aggregate price to the public of which would equal or exceed $5,000,000, and (ii) the Company is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register such securities, then the Company shall promptly notify all other Holders of such request and shall use its commercially reasonable best efforts to cause all Registrable Securities that Holders have requested whose holders request participation in such registration under the Securities Act, but only to the extent provided for in this Agreement. The Company shall not be registered required to be registered on Form S-3 (or any successor form effect registration pursuant to Form S-3). (b) a request under this Section 2 more than one time. Notwithstanding anything to the foregoingcontrary contained herein, (i) the Company shall not be obligated to effect a registration pursuant to this subsection during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on a date six (6) months following the effective date of, file a registration statement pertaining to an underwritten public offering of securities under this Section 2: (a) if Form S-3 is not then available for the account of the Company; provided, that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faithproposed offering; (iib) the Company shall not be obligated to effect a registration pursuant to this subsection within six ninety (690) months days after the effective date of a prior registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 4; or (c) during a Suspension Period (as defined in Section 8(a)). A registration will not count as a requested registration under this Sectionsection 2(a) unless and until the registration statement relating to such registration has been declared effective by the Commission. (b) If a requested registration involves an underwritten public offering and the managing underwriter of such offering determines in good faith that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; and provided, that the shares to be excluded shall be determined in the following order of priority: (i) persons not having any contractual or other right to include such securities in the registration statement, (ii) securities held by any other Persons (other than the holders of Registrable Securities) having a contractual, incidental “piggy back” right to include such securities in the registration statement, (iii) if securities to be registered by the Company shall furnish pursuant to such registration statement, (iv) Registrable Securities of holders who did not make the Holders original request for registration and, if necessary, (v) Registrable Securities of holders who requested such registration pursuant to Section 2(a). If there is a certificate signed by the President reduction of the Company stating that in the good faith judgment number of the Board of Directors it would be seriously detrimental Registrable Securities pursuant to the Company clauses (iv) or its shareholders for a registration statement to be filed in the near future(v), then the Company’s obligation to use its best efforts to file a registration statement such reduction shall be deferred for made on a period not to exceed 90 days; provided, however, that pro rata basis (based upon the Company shall not be permitted to so defer its obligation more than once in any 12-month periodaggregate number of Registrable Securities held by such holders). (c) With respect to a request for registration pursuant to Section 2(a) which is for an underwritten public offering, the managing underwriter shall be chosen by the holders of a majority of the Registrable Securities to be sold in such offering (which approval will not be unreasonably withheld or delayed). The Holders’ rights Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable) to become effective within ninety (90) days following the effective date of any registration under required pursuant to this Section 2.2 are in addition to, and not in lieu of, their rights to registration under any other section of this Agreement2.

DEMAND REGISTRATION ON FORM S-3. (a) If the Company is eligible for the use of Form S-3, the Holders shall collectively have, in addition to the rights set forth in Section 1.3, the right to request up to three registrations on Form S-3. Such requests shall be in writing and shall state the number of Registrable Securities to be disposed of and the intended methods of disposition of such Registrable Securities by the requesting Holder or Holders. In connection with any such request, the Company shall, subject to Section 1.2(b): (i) promptly give written notice of the Company shall receive proposed registration to all other Holders; and (ii) use its reasonable best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act and the Exchange Act) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (specifying that it 20) days after such written notice from the Company is being made mailed or delivered. (b) The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this subsectionSection 1.2: (i) from one or more Holders that if the Selling Holders, together with the holders of any other securities of the Company file a registration statement entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 (or any successor form to Form S-3 regardless of its designation) for a public offering of Registrable Securities the reasonably anticipated at an aggregate price to the public public, net of expected Selling Expenses, of less than Ten Million Dollars ($10,000,000); or (ii) in any particular jurisdiction in which the Company would equal be required to execute a general consent to service of process in effecting such registration, qualification, or exceed $5,000,000compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act. (c) Subject to Section 1.2(b), the Company shall use its reasonable best efforts to effect such a registration of the Registrable Securities so requested as soon as practicable but in any event within one hundred twenty (120) days after receipt of the request or requests of the Selling Holders pursuant to Section 1.2(a); provided, however, that if (i) in the good faith judgment of the Board of Directors of the Company, such registration would be materially disadvantageous to the Company and the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing or effectiveness of such registration statement at such time, and (ii) the Company is a registrant entitled furnishes to use Form S-3 (or any successor form to Form S-3) to register such securities, then the Company shall promptly notify all other Holders of such request and shall use its commercially reasonable best efforts to cause all Registrable Securities that Holders have requested be registered to be registered on Form S-3 (or any successor form to Form S-3). (b) Notwithstanding the foregoing, (i) the Company shall not be obligated to effect a registration pursuant to this subsection during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on a date six (6) months following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Company; provided, that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith; (ii) the Company shall not be obligated to effect a registration pursuant to this subsection within six (6) months after the effective date of a prior registration under this Section; and (iii) if the Company shall furnish to the Holders a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental materially disadvantageous to the Company or its shareholders for a such registration statement to be filed or become effective in the near futurefuture and that it is, therefore, essential to defer the filing or effectiveness of such registration statement, then the Company shall have the right to defer such filing or effectiveness, upon furnishing such certificate, for a period of not more than one hundred twenty (120) days; provided further, that the Company shall not defer its obligation in this manner more than once in any rolling twelve (12) month period. (d) Any registration statement filed pursuant to this Section 1.2 may, subject to the provisions of Sections 1.2(e), 1.8 and 1.11 hereof, include other securities of the Company with respect to which registration rights have been granted and may include securities of the Company being sold for the account of the Company’s obligation . (e) If the Selling Holders intend to use distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a)(i). In such event the right of any Holder to include its best efforts Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Selling Holders and such Holder) to file the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters of recognized national standing selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Selling Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Selling Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the Company shall include in such registration (i) first, any shares to be sold by the Company, (ii) second, the shares of Registrable Securities of the Selling Holders participating in the requested registration, allocated pro rata among such Selling Holders in proportion to the number of shares of Registrable Securities owned by them or allocated among such Selling Holders as they may agree and advise the Company in writing, and (iii) third, any shares to be sold by any other stockholder exercising piggyback registration rights with respect to such shares. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. To the extent that Registrable Securities requested to be registered pursuant to this Section 1.2 are excluded from such registration, then the Holders shall have the right to one additional request for registration pursuant to Section 1.2(a), provided that the failure of such Registrable Securities to be registered is through no fault of such Holders; provided, however, that if, prior to a request for registration pursuant to Section 1.2(a), an assignment pursuant to Section 1.10(b) of one or more of the three demand registration rights granted pursuant to Section 1.2(a) has occurred (a "DEMAND ASSIGNMENT"), the Holder that initiated the request to register Registrable Securities that was excluded or withdrawn from the underwriting, and not the other Holders, shall have the right to one additional request for registration. (f) The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.2 during the period starting with the date thirty (30) days prior to the Company's good faith estimate of the filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration statement shall initiated by the Company (other than a registration statement relating solely to employee benefit plans on Form S-3 or Form S-8 or similar forms that may be deferred for promulgated in the future, or a period not registration statement relating solely to exceed 90 daysa transaction pursuant to Rule 145 on Form S-4 or similar forms that may be promulgated in the future); provided, however, that the Company shall not be permitted is actively employing in good faith its reasonable best efforts to so defer its obligation more than once in any 12-month periodcause such registration statement to become effective. (c) The Holders’ rights to registration under this Section 2.2 are in addition to, and not in lieu of, their rights to registration under any other section of this Agreement.

DEMAND REGISTRATION ON FORM S-3. (a) 2.1 If (i) the Company shall receive a written request (specifying that it is being made pursuant to this subsection) from one or more the Holders of at least 40% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 400,000 shares (as adjusted for stock splits, dividends and other similar occurrences that may take place after the Closing Date) of Registrable Securities, then the Company shall: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, subject to the limitations set forth in this Section 2, use all reasonable efforts to effect such registration on Form S-3 (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or any successor form to Form S-3 regardless other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution of its designation) for a public offering all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the reasonably anticipated aggregate price to Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the public of which would equal or exceed $5,000,000, and Company within ten (ii10) days after such written notice from the Company is a registrant entitled to use Form S-3 (mailed or any successor form to Form S-3) to register such securities, then the Company shall promptly notify all other Holders of such request and shall use its commercially reasonable best efforts to cause all Registrable Securities that Holders have requested be registered to be registered on Form S-3 (or any successor form to Form S-3). (b) Notwithstanding the foregoing, (i) the delivered. The Company shall not be obligated to effect a effect, or to take any action to effect, any such registration pursuant to this subsection during Section 2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two such registrations pursuant to this Section 2; or (C) During the period starting with the date sixty (60) days prior to the Company’s estimated 's good faith estimate of the date of filing of, and ending on a date six one hundred eighty (6180) months following days after the effective date of, a Company-initiated registration statement pertaining (other than a registration of securities with respect to an underwritten public offering of securities for the account of the Companyemployee benefits plan); provided, provided that the Company is actively employing in good faith its best all reasonable efforts to cause such registration statement to become effective and effective; 2.2 Subject to clauses (A) through (C) of Section 2.1, the Company shall file a Form S-3 registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders but in no event later than 20 calendar days after receipt of the request required by the lead-in clause of the first paragraph of Section 2.1; provided, however, that if (i) in the good faith judgment of the Board of Directors of the Company’s estimate , such registration would be seriously detrimental to the Company and the Board of Directors of the date Company concludes, as a result, that it is essential to defer the filing of filing such registration statement is made in good faith; at such time, and (ii) the Company shall not be obligated to effect a registration pursuant to this subsection within six (6) months after the effective date of a prior registration under this Section; and (iii) if the Company shall furnish to the such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company or its shareholders for a such registration statement to be filed in the near futurefuture and that it is, therefore, essential to defer the filing of such registration statement, then the Company’s obligation Company shall have the right to use its best efforts to file a registration statement shall defer such filing for the period during which such disclosure would be deferred seriously detrimental, provided that (except as provided in clause (C) of Section 2.1) the Company may not defer the filing for a period not to exceed 90 days; providedof more than sixty (60) days after receipt of the request of the Holders, howeverand, provided further, that the Company shall not be permitted to so defer its obligation in this manner more than once in any 12twelve-month period. (c) . The Holders’ rights registration on Form S-3 pursuant to registration under this Section 2.2 are in addition to2 shall not be underwritten, and not in lieu ofsuch registration statement shall be kept effective no longer than one hundred eighty (180) days. The registration statement filed pursuant to this Section 2 may include, their rights to registration under any other section at the Company's election, securities of this Agreementthe Company being sold for the account of the Company.