Common use of Demand Registration Right Clause in Contracts

Demand Registration Right. For a period commencing on the Initial Exercise Date and terminating on the seventh (7th) anniversary of the Initial Exercise Date, the Holder shall be entitled to one (1) “demand” registration right to register all of the Warrant Shares for resale under the Securities Act (the “Demand Right”), which Demand Right shall be exercisable in the Holder’s sole discretion. The Holder shall exercise the Demand Right by providing written notice of such exercise to the Company (the “Demand Notice”). Upon receipt of the Demand Notice from the Holder, the Company shall file a Registration Statement on Form S-3 or, if Form S-3 is not available, on any other appropriate registration statement form, including Form S-1 (the “Form S-3”). The Company shall use its commercially reasonable best efforts to: (a) file the Form S-3 with the Commission within thirty (30) days of its receipt of the Demand Notice and (b) cause the Form S-3 to become effective in an expeditious manner following its filing, not to exceed thirty (30) days from filing if the Form S-3 is not reviewed by the Commission and not to exceed one hundred twenty (120) days from filing if the Form S-3 is reviewed by the Commission. The Demand Right shall not be deemed to have been satisfied: (y) unless a registration statement with respect thereto has become effective or (z) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court of competent jurisdiction for any reason, other than by reason of a material act or omission by the Holder. The Company shall keep the Holder reasonably informed of all developments related to the filing and effectiveness of the Form S-3. The Company shall use its commercially reasonable best efforts to keep the Form S-3 effective under the Securities Act until the earlier of (i) the complete disposition by the Holder of all Warrant Shares or (ii) two (2) years from the Termination Date. The Company shall pay all expenses associated with the registration of the Warrant Shares contemplated hereby, except for brokerage or similar commissions payable by the Holder in connection with any sale or other disposition of the Warrant Shares.

Demand Registration Right. For a period commencing on Following the Initial Exercise Date and terminating on the seventh (7th) first anniversary of the Initial Exercise Dateexistence of Public Market for the Common Stock, the Holder Stockholder shall be entitled to one (1) “demand” registration have the right to register all of the Warrant Shares for resale under the Securities Act (the “Demand Right”), which Demand Right shall be exercisable in the Holder’s sole discretion. The Holder shall exercise the Demand Right by providing deliver a written notice of such exercise request to the Company (to file a registration statement(s) as may be necessary to permit the “Demand Notice”). Upon Stockholder to sell in the Public Market the number of Shares as shall have been specified in the Stockholder's written request and, upon receipt by the Company of the Demand Notice from the Holdersuch written request, the Company shall use all commercially reasonable efforts to file, as soon as practicable, such registration statement(s) with the Securities and Exchange Commission (it is agreed that at any time when the Company is eligible to file a Registration Statement registration statement on Form S-3 or(or any successor form), if the Stockholder may request that the Company file a registration statement on Form S-3 is not available, on (or any other appropriate registration statement successor form, including Form S-1 () to permit the “Form S-3”). The Company shall use its commercially reasonable best efforts to: (a) file the Form S-3 with the Commission within thirty (30) days of its receipt offering of the Demand Notice Shares on a delayed or continuous basis) and (bto cause such registration statement(s) cause the Form S-3 to become effective as soon as practicable thereafter and to remain effective until all Shares registered thereunder have been sold; provided that a Public Market for the Common Stock continues to exist and, in an expeditious manner following its filingthe event that the Company files a registration statement on Form S-3, not the Company continues to exceed thirty (30) days from filing if the be eligible to file a registration statement on Form S-3 is not reviewed by (or any successor form), in each case, during the Commission period such registration statement(s) would be in effect; and not to exceed one hundred twenty (120provided, further, that the Stockholder understands and agrees that this Section 5(e) days from filing if the Form S-3 is reviewed by the Commission. The Demand Right shall not be deemed to have been satisfied: (yimpose any obligations upon the Company to undertake any action that, in the good faith opinion of the Board, would be reasonably likely to delay or hinder any material transaction involving the Company, including but not limited to any of the Company's debt or equity financings, or that would be reasonably likely to be deemed to be a default or violation of any of the Company's contracts in regard to any of such financings, including but not limited to any "blackout" periods imposed by the Company's underwriters or generally imposed by the Company on its executive officers. In the event that the filing or effectiveness of any registration statement(s) unless a requested pursuant to this Section 5(e) is delayed pursuant to any of the provisos in the immediately preceding sentence, the Company shall promptly file and/or cause such registration statement with respect thereto has become effective or (zstatement(s) if, after it has to become effective, as applicable, promptly following the time that the circumstance(s) described in such proviso(s) that necessitated such delay are no longer applicable. In the event the Company files any registration is interfered with by any stop order, injunction or other order or requirement statement on Form S-8 in respect of the Commission or other governmental agency or court Equity Plan, the Company shall include the shares of competent jurisdiction for any reason, other than by reason of a material act or omission Common Stock subject to purchase by the Holder. The Company shall keep the Holder reasonably informed of all developments related Stockholder with respect to the filing and effectiveness of the Form S-3. The Company shall use its commercially reasonable best efforts to keep the Form S-3 effective under the Securities Act until the earlier of (i) the complete disposition unexercised options held by the Holder of all Warrant Shares or (ii) two (2) years from Stockholder to the Termination Date. The Company shall pay all expenses associated with the registration of the Warrant Shares contemplated hereby, except for brokerage or similar commissions payable extent permitted by the Holder in connection with any sale or other disposition of the Warrant Sharesapplicable law.

Demand Registration Right. For (a) If at any time beginning nine (9) months after the Closing Date (as defined in the Acquisition Agreement) Stockholder requests in writing (the "Stockholder Demand") that the Company file a period commencing on the Initial Exercise Date and terminating on the seventh registration statement (7tha "Registration Statement") anniversary for a public offering of the Initial Exercise Date, the Holder shall be entitled to one (1) “demand” registration right to register all of the Warrant Shares for resale under the Securities Act (the “Demand Right”), which Demand Right shall be exercisable in the Holder’s sole discretion. The Holder shall exercise the Demand Right by providing written notice of such exercise to the Company (the “Demand Notice”). Upon receipt of the Demand Notice from the HolderShares, the Company shall shall, subject to Section 3.2, file a such Registration Statement on Form S-3 or, if Form S-3 is not available, on any other appropriate registration statement form, including Form S-1 with the SEC within forty-five (the “Form S-3”)45) days after its receipt of such request. The Company shall use its commercially reasonable best efforts to: to cause such Registration Statement to be declared effective as soon thereafter as practicable and keep such registration statement effective until the Stockholder notifies the Company in writing that the Company is no longer required to keep such Registration Statement effective. In no event, however, shall the Company be required to cause more than one (a1) file Registration Statement pursuant to this section to be declared effective by the Form S-3 with the Commission within thirty (30) days of its receipt of the Demand Notice and SEC. (b) The Company shall make reasonably available for inspection by the Stockholder, the underwriter (if any) and their representatives retained in connection with the registration all relevant financial and other records, pertinent corporate documents and properties of the Company and cause the Form S-3 Company's officers, directors and employees to become effective supply all information reasonably requested by Stockholder, the underwriter or any of their representatives in an expeditious manner following its filingconnection with the registration. (c) The Company shall enter into such agreements (including, not to exceed thirty (30) days from filing if the Form S-3 offering is not reviewed by an underwritten offering, an underwriting agreement) as are customary in transactions of such kind and take such other actions as are reasonably necessary in connection therewith in order to expedite or facilitate the Commission and not to exceed one hundred twenty (120) days from filing if the Form S-3 is reviewed by the Commission. The Demand Right shall not be deemed to have been satisfied: (y) unless a registration statement with respect thereto has become effective or (z) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement disposition of the Commission or other governmental agency or court of competent jurisdiction for any reason, other than by reason of a material act or omission by the HolderShares. The Company shall keep the Holder reasonably informed of all developments related (A) make such representations and warranties with respect to the filing Registration Statement or post-effective amendment or supplement thereto, prospectus or any amendment or supplement thereto, and effectiveness documents incorporated by reference, if any, to Stockholder and the underwriter, if any, of the Form S-3. The Company shall use its commercially reasonable best efforts to keep the Form S-3 effective under the Securities Act until the earlier of (i) the complete disposition Shares in form, substance and scope as are customarily made by the Holder of all Warrant Shares or (ii) two (2) years from the Termination Date. The Company shall pay all expenses associated with the registration of the Warrant Shares contemplated hereby, except for brokerage or similar commissions payable by the Holder in connection with offerings of shares of Company Common Stock in transactions of such kind; (B) obtain an opinion of counsel in customary form and covering matters of the type customarily covered by such an opinion, addressed to such underwriter, if any, and to Stockholder; (C) obtain a "comfort" letter or letters from the independent certified public accountants who have certified the Company's most recent audited financial statements that are incorporated by reference in the Registration Statement which is addressed to Stockholder and the underwriter, if any, such letter or letters to be in customary form and covering such matters of the type customarily covered by "comfort" letters of such type; and (D) deliver such documents and certificates as may be reasonably requested by Stockholder and the underwriter, if any, of the Shares to evidence compliance with any sale customary conditions contained in the underwriting agreement or other disposition of agreement entered into by the Warrant SharesCompany.

Demand Registration Right. For (a) Commencing upon the earlier of (i) the expiration of the Lock Up Period and (ii) October 1, 2014, if a period commencing registration statement for an Initial Public Offering has not been declared effective by the Commission by such date (provided however, that the Shareholder shall not exercise its registration rights under this clause (ii) if by September 30, 2014 the Company has filed a registration statement relating to the Initial Public Offering with the Commission that is publicly available on the Initial Exercise Date Commission’s XXXXX website and terminating on the seventh (7th) anniversary of the Initial Exercise Date, the Holder shall be entitled continues to one (1) “demand” registration right to register all of the Warrant Shares for resale under the Securities Act (the “Demand Right”), which Demand Right shall be exercisable in the Holder’s sole discretion. The Holder shall exercise the Demand Right by providing written notice of such exercise to the Company (the “Demand Notice”). Upon receipt of the Demand Notice from the Holder, the Company shall file a Registration Statement on Form S-3 or, if Form S-3 is not available, on any other appropriate registration statement form, including Form S-1 (the “Form S-3”). The Company shall use its commercially reasonable best efforts to: to complete the Initial Public Offering), the Shareholder may request registration under the Securities Act of all or any portion of its Registrable Securities representing not less than seven and one-half percent (a7.5%) file of the issued and outstanding Common Shares or having an aggregate market value of at least $ million, on Form S-3 F-1 or S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered and whether or not the registration is to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act. The Company shall cause a Registration Statement on Form F-1 or S-1 (or any successor form) to be filed with the Commission within thirty forty-five (3045) days of its receipt of after the Demand Notice date on which the initial request is given and (b) cause the Form S-3 to become effective in an expeditious manner following its filing, not to exceed thirty (30) days from filing if the Form S-3 is not reviewed by the Commission and not to exceed one hundred twenty (120) days from filing if the Form S-3 is reviewed by the Commission. The Demand Right shall not be deemed to have been satisfied: (y) unless a registration statement with respect thereto has become effective or (z) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court of competent jurisdiction for any reason, other than by reason of a material act or omission by the Holder. The Company shall keep the Holder reasonably informed of all developments related to the filing and effectiveness of the Form S-3. The Company shall use its commercially reasonable best efforts to keep cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect a Long-Form S-3 Registration more than three times for the Shareholder, and a Registration Statement shall not count as a Long-Form Registration requested under this Section 2.01(a) unless and until it has become effective and the Shareholder is able to register and sell at least two-thirds (66.67%) of the Registrable Securities requested to be included in such registration. (b) After the Initial Public Offering or the Listing, the Company shall use its best efforts to qualify and remain qualified to register securities under the Securities Act until pursuant to a Registration Statement on Form F-3 or S-3 or any successor form thereto. At such time as the earlier Company shall have qualified for the use of (i) a Registration Statement on Form F-3 or S-3, the complete disposition by Shareholder shall have the Holder right to request an unlimited number of registrations, each of all Warrant or any portion of its Registrable Securities representing not less than five percent (5%) of the issued and outstanding Common Shares or having an aggregate market value of at least $15 million, on Form F-3 or S-3 or any similar short-form registration (ii) two (2) years from each a “Short-Form Registration” and, together with each Long-Form Registration, a “Demand Registration”). Each request for a Short-Form Registration shall specify the Termination Dateapproximate number of Registrable Securities requested to be registered. The Company shall cause a Registration Statement on Form F-3 or S-3 (or any successor form) to be filed with the Commission within forty-five (45) days after the date on which the initial request is given and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. (c) The Company shall not be obligated to effect any Demand Registration within sixty (60) days after the effective date of a previous Demand Registration or a previous Piggyback Registration in which holders of Registrable Securities were permitted to register, and actually sold, at least two-thirds (66.67%) of its Registrable Securities requested to be included therein. The Company may postpone for up to thirty (30) days the filing or effectiveness of a Registration Statement for a Demand Registration if the Company’s Board determines in its reasonable good faith judgment that such Demand Registration would (i) materially interfere with a significant acquisition, corporate organization or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the holders of a majority of the Registrable Securities initiating such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses associated with the registration of the Warrant Shares contemplated hereby, except for brokerage or similar commissions payable by the Holder in connection with such registration. The Company may delay a Demand Registration hereunder only twice within any sale or other disposition period of twelve consecutive months. (d) If the holders of a majority of the Warrant SharesRegistrable Securities included in a Demand Registration elect to distribute the Registrable Securities covered by their request in an underwritten offering, they shall so advise the Company. The holders of a majority of the Registrable Securities included in such Demand Registration shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering, provided that such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld or delayed. (e) If a Demand Registration involves an underwritten offering and the managing underwriter of the requested Demand Registration advises the Company and the holders of Registrable Securities in writing that in its opinion the number of Common Shares proposed to be included in the Demand Registration, including all Registrable Securities and all other Common Shares proposed to be included in such underwritten offering, exceeds the number of Common Shares which can be sold in such underwritten offering and/or the number of Common Shares proposed to be included in such registration would adversely affect the price per share of the Registrable Securities proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration the number of Registrable Shares requested to be included therein by the Shareholder and the number of Common Shares proposed to be included therein by any other Persons, allocated pro rata among such holders on the basis of the number of Common Shares (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder.

Demand Registration Right. For (a) Commencing upon the earlier of (i) the expiration of the Lock Up Period and (ii) October 1, 2014, if a period commencing registration statement for an Initial Public Offering has not been declared effective by the Commission by such date (provided however, that the Shareholder shall not exercise its registration rights under this clause (ii) if by September 30, 2014 the Company has filed a registration statement relating to the Initial Public Offering with the Commission that is publicly available on the Initial Exercise Date Commission’s XXXXX website and terminating on the seventh (7th) anniversary of the Initial Exercise Date, the Holder shall be entitled continues to one (1) “demand” registration right to register all of the Warrant Shares for resale under the Securities Act (the “Demand Right”), which Demand Right shall be exercisable in the Holder’s sole discretion. The Holder shall exercise the Demand Right by providing written notice of such exercise to the Company (the “Demand Notice”). Upon receipt of the Demand Notice from the Holder, the Company shall file a Registration Statement on Form S-3 or, if Form S-3 is not available, on any other appropriate registration statement form, including Form S-1 (the “Form S-3”). The Company shall use its commercially reasonable best efforts to: to complete the Initial Public Offering), the Shareholder may request registration under the Securities Act of all or any portion of its Registrable Securities representing not less than seven and one-half percent (a7.5%) file of the issued and outstanding Common Shares or having an aggregate market value of at least $30.0 million on Form S-3 F-1 or S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered and whether or not the registration is to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act. The Company shall cause a Registration Statement on Form F-1 or S-1 (or any successor form) to be filed with the Commission within thirty forty-five (3045) days of its receipt of after the Demand Notice date on which the initial request is given and (b) cause the Form S-3 to become effective in an expeditious manner following its filing, not to exceed thirty (30) days from filing if the Form S-3 is not reviewed by the Commission and not to exceed one hundred twenty (120) days from filing if the Form S-3 is reviewed by the Commission. The Demand Right shall not be deemed to have been satisfied: (y) unless a registration statement with respect thereto has become effective or (z) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court of competent jurisdiction for any reason, other than by reason of a material act or omission by the Holder. The Company shall keep the Holder reasonably informed of all developments related to the filing and effectiveness of the Form S-3. The Company shall use its commercially reasonable best efforts to keep cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect a Long-Form S-3 Registration more than three times for the Shareholder, and a Registration Statement shall not count as a Long-Form Registration requested under this Section 2.01(a) unless and until it has become effective and the Shareholder is able to register and sell at least two-thirds (66.67%) of the Registrable Securities requested to be included in such registration. (b) After the Initial Public Offering or the Listing, the Company shall use its best efforts to qualify and remain qualified to register securities under the Securities Act until pursuant to a Registration Statement on Form F-3 or S-3 or any successor form thereto. At such time as the earlier Company shall have qualified for the use of (i) a Registration Statement on Form F-3 or S-3, the complete disposition by Shareholder shall have the Holder right to request an unlimited number of registrations, each of all Warrant or any portion of its Registrable Securities representing not less than five percent (5%) of the issued and outstanding Common Shares or having an aggregate market value of at least $15 million, on Form F-3 or S-3 or any similar short-form registration (ii) two (2) years from each a “Short-Form Registration” and, together with each Long-Form Registration, a “Demand Registration”). Each request for a Short-Form Registration shall specify the Termination Dateapproximate number of Registrable Securities requested to be registered. The Company shall pay all expenses associated cause a Registration Statement on Form F-3 or S-3 (or any successor form) to be filed with the registration Commission within forty-five (45) days after the date on which the initial request is given and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. (c) The Company shall not be obligated to effect any Demand Registration within sixty (60) days after the effective date of a previous Demand Registration or a previous Piggyback Registration in which holders of Registrable Securities were permitted to register, and actually sold, at least two-thirds (66.67%) of its Registrable Securities requested to be included therein. The Company may postpone for up to thirty (30) days the filing or effectiveness of a Registration Statement for a Demand Registration if the Company’s Board determines in its reasonable good faith judgment that such Demand Registration would (i) materially interfere with a significant acquisition, corporate organization or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the holders of a majority of the Warrant Shares contemplated herebyRegistrable Securities initiating such Demand Registration shall be entitled to withdraw such request and, except for brokerage if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand (d) If the holders of a majority of the Registrable Securities included in a Demand Registration elect to distribute the Registrable Securities covered by their request in an underwritten offering, they shall so advise the Company. The holders of a majority of the Registrable Securities included in such Demand Registration shall select the investment banking firm or similar commissions payable by firms to act as the Holder managing underwriter or underwriters in connection with any sale or other disposition such offering, provided that such selection shall be subject to the consent of the Warrant SharesCompany, which consent shall not be unreasonably withheld or delayed. (e) If a Demand Registration involves an underwritten offering and the managing underwriter of the requested Demand Registration advises the Company and the holders of Registrable Securities in writing that in its opinion the number of Common Shares proposed to be included in the Demand Registration, including all Registrable Securities and all other Common Shares proposed to be included in such underwritten offering, exceeds the number of Common Shares which can be sold in such underwritten offering and/or the number of Common Shares proposed to be included in such registration would adversely affect the price per share of the Registrable Securities proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration the number of Registrable Shares requested to be included therein by the Shareholder and the number of Common Shares proposed to be included therein by any other Persons, allocated pro rata among such holders on the basis of the number of Common Shares (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder.

Demand Registration Right. For (a) Commencing upon the earlier of (i) the expiration of the Lock Up Period, (ii) June 30, 2014, if the Company has not filed a period commencing registration statement for an Initial Public Offering and listing of the Common Shares on the NYSE or Nasdaq by such date, and (iii) October 1, 2014, if a registration statement for an Initial Exercise Date and terminating on Public Offering has not been declared effective by the seventh (7th) anniversary of the Initial Exercise DateCommission by such date, the Holder shall be entitled to one (1) “demand” any Shareholder may request registration right to register all of the Warrant Shares for resale under the Securities Act of all or any portion of its Registrable Securities representing not less than seven and one-half percent (7.5%) of the issued and outstanding Common Shares on Form F-1 or S-1 or any successor form thereto (each a “Demand Right”), which Demand Right shall be exercisable in the Holder’s sole discretion. The Holder shall exercise the Demand Right by providing written notice of such exercise to the Company (the “Demand NoticeLong-Form Registration”). Upon receipt of the Demand Notice from the Holderprovided however, that such Shareholder shall not exercise its registration rights under this Section 5.01 if by September 30, 2014 the Company shall file has filed a Registration Statement on Form S-3 or, if Form S-3 is not available, on any other appropriate registration statement form, including Form S-1 (relating to the “Form S-3”). The Company shall Initial Public Offering with the Commission that is publicly available on the Commission’s XXXXX website and continues to use its commercially reasonable best efforts to: to complete the Initial Public Offering. Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered and whether or not the registration is to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act. Upon receipt of such request, the Company shall promptly (abut in no event later than five (5) file days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have twenty (20) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-3 F-1 or S-1 (or any successor form) to be filed with the Commission within thirty forty-five (3045) days of its receipt of after the Demand Notice date on which the initial request is given and (b) cause the Form S-3 to become effective in an expeditious manner following its filing, not to exceed thirty (30) days from filing if the Form S-3 is not reviewed by the Commission and not to exceed one hundred twenty (120) days from filing if the Form S-3 is reviewed by the Commission. The Demand Right shall not be deemed to have been satisfied: (y) unless a registration statement with respect thereto has become effective or (z) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court of competent jurisdiction for any reason, other than by reason of a material act or omission by the Holder. The Company shall keep the Holder reasonably informed of all developments related to the filing and effectiveness of the Form S-3. The Company shall use its commercially reasonable best efforts to keep cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect a Long-Form S-3 Registration more than three times for the Shareholders as a group; provided, that each Shareholder shall be entitled to request one additional Long-Form Registration to the extent such Shareholder has not been included or did not participate in any Demand Registration, and a Registration Statement shall not count as a Long-Form Registration requested under this Section 5.01(a) unless and until it has become effective and the Shareholder requesting such registration is able to register and sell at least two-thirds (66.67%) of the Registrable Securities requested to be included in such registration. (b) After the Initial Public Offering or the Listing, the Company shall use its best efforts to qualify and remain qualified to register securities under the Securities Act until pursuant to a Registration Statement on Form F-3 or S-3 or any successor form thereto. At such time as the earlier Company shall have qualified for the use of (i) a Registration Statement on Form F-3 or S-3, the complete disposition by Shareholders shall have the Holder right to request an unlimited number of registrations, each of all Warrant or any portion of its Registrable Securities representing not less than five percent (5%) of the issued and outstanding Common Shares or having an aggregate market value of at least $15 million, on Form F-3 or S-3 or any similar Short-form registration (iieach a “Short-Form Registration” and, together with each Long-Form Registration, a “Demand Registration”). Each request for a Short-Form Registration shall specify the approximate number of Registrable Securities requested to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than five (5) two days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (210) years days from the Termination Datedate such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form F-3 or S-3 (or any successor form) to be filed with the Commission within forty-five (45) days after the date on which the initial request is given and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. (c) The Company shall not be obligated to effect any Demand Registration within sixty (60) days after the effective date of a previous Demand Registration or a previous Piggyback Registration in which holders of Registrable Securities were permitted to register, and actually sold, at least two-thirds (66.67%) of its Registrable Securities requested to be included therein. The Company may postpone for up to thirty (30) days the filing or effectiveness of a Registration Statement for a Demand Registration if the Company’s Board determines in its reasonable good faith judgment that such Demand Registration would (i) materially interfere with a significant acquisition, corporate organization or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the holders of a majority of the Registrable Securities initiating such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses associated with the registration of the Warrant Shares contemplated hereby, except for brokerage or similar commissions payable by the Holder in connection with such registration. The Company may delay a Demand Registration hereunder only twice within any sale or other disposition period of twelve consecutive months. (d) If the holders of a majority of the Warrant Registrable Securities included in a Demand Registration elect to distribute the Registrable Securities covered by their request in an underwritten offering, they shall so advise the Company. The holders of a majority of the Registrable Securities included in such Demand Registration shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering, provided that such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld or delayed. (e) If a Demand Registration involves an underwritten offering and the managing underwriter of the requested Demand Registration advises the Company and the holders of Registrable Securities in writing that in its opinion the number of Common Shares proposed to be included in the Demand Registration, including all Registrable Securities and all other Common Shares proposed to be included in such underwritten offering, exceeds the number of Common Shares which can be sold in such underwritten offering and/or the number of Common Shares proposed to be included in such registration would adversely affect the price per share of the Registrable Securities proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration (i) first, the number of Common Shares that the holders of Registrable Securities propose to sell, and (ii) second, the number of Common Shares proposed to be included therein by any other Persons (including Common Shares to be sold for the account of the Company and/or other holders of Common Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder.