Common use of Demand Registration Statements Clause in Contracts

Demand Registration Statements. (a) At any time during the period commencing on the Effective Date and ending on the fifth anniversary thereof, one or more Holders of more than 10% of the Registrable Securities outstanding on the Effective Date (the "Demanding Holder") may at their option make a written request (a "Demand Registration Request") to the Company requesting that the Company file with the Commission a registration statement on an appropriate form under the Securities Act (a "Demand Registration Statement") to register all or such number of such Demanding Holders' Registrable Securities as the Demanding Holders shall request in writing; provided, however, that no request may be made pursuant to this Section 2.1 if the Registrable Securities that the Demanding Holders request be included in the Demand Registration Statement and that other Holders request be included in the Demand Registration pursuant to Section 2.1(c) hereof do not constitute at least 10% of the aggregate amount of Registrable Securities then outstanding. After an effective Demand Registration Request is made, the Company shall, within 90 days of the date of such Demand Registration Request, file with the Commission the Demand Registration Statement. Any Demand Registration Statement shall provide for an underwritten offering (whether on a "firm," "best efforts" or "all reasonable efforts" basis or otherwise) or an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. Any Demand Registration Request made pursuant to this Section 2.1 shall be addressed to the attention of the Secretary of the Company and shall specify the number of Registrable Securities to be registered, the intended methods of disposition thereof and that the request is for a Demand Registration Statement pursuant to this Section 2.1. The Company shall keep any Demand Registration Statement current for a period of 270 days following the execution date thereof. (b) The Company shall be entitled to postpone for up to 120 days the filing of any Demand Registration Statement otherwise required to be prepared and filed pursuant to this Section 2.1 if (i) the Board of Directors of the Company determines, in its good faith reasonable judgment, that such registration and the Transfer of Registrable Securities contemplated thereby would materially interfere with, or require the premature disclosure of, any financing, acquisition or reorganization involving the Company or any of its subsidiaries or would otherwise require the premature disclosure of any other material nonpublic information as to which the Company has a bona fide business purpose for maintaining its confidentiality, and (ii) the Company promptly gives the Demanding Holders notice of such determination (which notice need not disclose the fact, event or information); provided, however, that the Company shall not have, within the twelve months prior to the date of the postponement, postponed pursuant to this Section 2.1(b) the filing of any other Demand Registration Statement that was subsequently abandoned because the Demand Registration Request relating thereto was withdrawn. (c) Whenever the Company receives a demand pursuant to Section 2.1(a) to effect the registration of any Registrable Securities, the Company shall promptly give written notice of such proposed registration to all Holders. Any such Holder may, within ten days after receipt of such notice, request in writing that all of such Holder's Registrable Securities, or any portion thereof designated by such Holder, be included in the registration.

Demand Registration Statements. (a) At any time during the period commencing on the Effective Date date hereof and ending on the fifth anniversary thereofhereof, one or more Holders of more than 10% of the Registrable Securities outstanding on the Effective Date a Holder (the "Demanding Holder") may at their his option make a written request (a "Demand Registration Request") to the Company requesting that the Company file with the Commission a registration statement on an appropriate form under the Securities Act (a "Demand Registration Statement") to register all or such number of such Demanding Holders' Holder's Registrable Securities as the Demanding Holders Holder shall request in writing; provided, however, that no request may be made pursuant to this Section 2.1 if unless the Demanding Holder requests that at least 250,000 shares of Registrable Securities that the Demanding Holders request be included in the Demand Registration Statement and that Statement. Upon receipt of a Demand Registration Request, the Company shall promptly give written notice of such proposed registration to all other Holders known to the Company. Such Holders shall have the right, by giving written notice to the Company within fifteen (15) days after the Company provides its notice, to elect to have included in such registration such number of their Registrable Securities as such Holders may request in such notice. Each Holder may, at any time up to five (5) business days before the filing date of the applicable Registration Statement relating to the Demand Registration, request that his Registrable Securities not be included in therein by providing a written notice to that effect to the Company. The Company shall not be obligated to file the Demand Registration pursuant Statement if, after giving effect to Section 2.1(cany such withdrawal(s) hereof do from one or more Holders, the Demand Registration Statement does not constitute include at least 10% 250,000 shares of the aggregate amount of Common Stock constituting Registrable Securities then outstandingSecurities. After an effective Demand Registration Request is made, the Company shall, as soon as reasonably practicable but in any event within 90 60 days of the date of such Demand Registration RequestRequest (unless the Company's financial statements would otherwise be "stale" under Rule 3-12 of Regulation S-X), file with the Commission the Demand Registration Statement. Any Demand Registration Statement shall provide for an underwritten offering (whether on a "firm," "best efforts" or "all reasonable efforts" basis or otherwise) or an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. Any Demand Registration Request made pursuant to this Section 2.1 shall be addressed to the attention of the Secretary President of the Company and shall specify the number of Registrable Securities to be registered, the intended methods of disposition thereof and that the request is for a Demand Registration Statement pursuant to this Section 2.1. The Company shall use its reasonable best efforts to keep any Demand Registration Statement current for a period of 270 days following the execution date thereof.Registration (b) The Company shall be entitled to postpone for up to 120 90 days the filing of any Demand Registration Statement otherwise required to be prepared and filed pursuant to this Section 2.1 if (i) the Board of Directors of the Company determines, in its good faith reasonable judgment, that such registration and the Transfer of Registrable Securities contemplated thereby would materially interfere with, or require the premature disclosure of, any financing, securities purchase, acquisition or reorganization or other material transaction involving the Company or any of its subsidiaries or would otherwise require the premature disclosure of any other material nonpublic information as to which the Company has a bona fide business purpose for maintaining its confidentiality, and (ii) the Company promptly gives the Demanding Holders notice of such determination (which notice need not disclose the fact, event or information); provided, however, that the Company shall not have, within the twelve 12 months prior to the date of the postponement, postponed pursuant to this Section 2.1(b) the filing of any other Demand Registration Statement covering such Holder's Registrable Securities that was subsequently abandoned because the Demand Registration Request relating thereto was withdrawn. (c) Whenever the Company receives a demand pursuant to Section 2.1(a) to effect the registration of any Registrable Securities, the Company shall promptly give written notice of such proposed registration to all Holders. Any such Holder may, within ten days after receipt of such notice, request in writing that all of such Holder's Registrable Securities, or any portion thereof designated by such Holder, be included in the registration.

Demand Registration Statements. (a) At any time or from time to time, during the period commencing one year after the Company's Common Stock is listed on a national securities exchange or quoted on the Effective Date Nasdaq National Market or The Nasdaq SmallCap Market and ending on the fifth third anniversary thereofof the date hereof, one or more Holders representing in excess of more than 1050% of the Registrable Securities outstanding on the Effective Date date of this Agreement (the "Demanding Holder") may at their option make a written request (a "Demand Registration Request") to the Company requesting that the Company file with the Commission a registration statement on an appropriate form under the Securities Act (a "Demand Registration Statement") to register all or such number of such Demanding Holders' Registrable Securities as the Demanding Holders shall request in writing; provided, however, that no request may be made pursuant to this Section 2.1 if the Registrable Securities that the Demanding Holders request be included in the Demand Registration Statement and that other Holders request be included in the Demand Registration pursuant to Section 2.1(c) hereof do not constitute at least 10% of the aggregate amount of Registrable Securities then outstanding. After an effective Demand Registration Request is made, the Company shall, within 90 days of the date of such Demand Registration RequestRequest (unless the Company's financial statements would otherwise be "stale" under Rule 3-12 of Regulation S-X), file with the Commission the Demand Registration Statement. Any Demand Registration Statement shall provide for an underwritten offering (whether on a "firm," "best efforts" or "all reasonable efforts" basis or otherwise) or an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. Any Demand Registration Request made pursuant to this Section 2.1 shall be addressed to the attention of the Secretary of the Company and shall specify the number of Registrable Securities to be registered, the intended methods of disposition thereof and that the request is for a Demand Registration Statement pursuant to this Section 2.1. The Company shall use its reasonable best efforts to keep any Demand Registration Statement current for a period of 270 days following the execution date thereof. (b) The Company shall be entitled to postpone for up to 120 days the filing of any Demand Registration Statement otherwise required to be prepared and filed pursuant to this Section 2.1 for up to 120 days if (i) the Board of Directors of the Company determines, in its good faith reasonable judgmentfaith, that such registration and the Transfer of Registrable Securities contemplated thereby would materially interfere with, or require the premature disclosure of, any financing, acquisition or reorganization or other material transaction involving the Company or any of its subsidiaries or would otherwise require the premature disclosure of any other material nonpublic information as to which the Company has a bona fide business purpose for maintaining its confidentiality, and (ii) the Company promptly gives the Demanding Holders notice of such determination (which notice need not disclose the fact, event or information); provided, however, that the Company shall not have, within the twelve months prior to the date of the postponement, postponed pursuant to this Section 2.1(b) the filing of any other Demand Registration Statement that was subsequently abandoned because the Demand Registration Request relating thereto was withdrawn. (c) Whenever the Company receives a demand pursuant to Section 2.1(a) to effect the registration of any Registrable Securities, the Company shall promptly give written notice of such proposed registration to all Holders. Any such Holder may, within ten days after receipt of such notice, request in writing that all of such Holder's Registrable Securities, or any portion thereof designated by such Holder, be included in the registration.

Demand Registration Statements. (a) At any time during the period commencing on the Effective Date date hereof and ending on the fifth anniversary thereofhereof, one or more Holders of more than 10% of the Registrable Securities outstanding on the Effective Date a Holder (the "Demanding Holder") may at their his option make a written request (a "Demand Registration Request") to the Company requesting that the Company file with the Commission a registration statement on an appropriate form under the Securities Act (a "Demand Registration Statement") to register all or such number of such Demanding Holders' Holder's Registrable Securities as the Demanding Holders Holder shall request in writing; provided, however, that no request may be made pursuant to this Section 2.1 if unless the Demanding Holder requests that at least 250,000 shares of Registrable Securities that the Demanding Holders request be included in the Demand Registration Statement and that Statement. Upon receipt of a Demand Registration Request, the Company shall promptly give written notice of such proposed registration to all other Holders known to the Company. Such Holders shall have the right, by giving written notice to the Company within fifteen (15) days after the Company provides its notice, to elect to have included in such registration such number of their Registrable Securities as such Holders may request in such notice. Each Holder may, at any time up to five (5) business days before the filing date of the applicable Registration Statement relating to the Demand Registration, request that his Registrable Securities not be included in therein by providing a written notice to that effect to the Company. The Company shall not be obligated to file the Demand Registration pursuant Statement if, after giving effect to Section 2.1(cany such withdrawal(s) hereof do from one or more Holders, the Demand Registration Statement does not constitute include at least 10% 250,000 shares of the aggregate amount of Common Stock constituting Registrable Securities then outstandingSecurities. After an effective Demand Registration Request is made, the Company shall, as soon as reasonably practicable but in any event within 90 60 days of the date of such Demand Registration RequestRequest (unless the Company's financial statements would otherwise be "stale" under Rule 3-12 of Regulation S-X), file with the Commission the Demand Registration Statement. Any Demand Registration Statement shall provide for an underwritten offering (whether on a "firm," "best efforts" or "all reasonable efforts" basis or otherwise) or an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. Any Demand Registration Request made pursuant to this Section 2.1 shall be addressed to the attention of the Secretary President of the Company and shall specify the number of Registrable Securities to be registered, the intended methods of disposition thereof and that the request is for a Demand Registration Statement pursuant to this Section 2.1. The Company shall use its reasonable best efforts to keep any Demand Registration Statement current continuously effective for a period of 270 days one year following the execution effective date thereof, or such shorter period ending on the earlier of (i) when all Registrable Securities covered by such Registration Statement have been sold or (ii) if none of the Holders of Registrable Securities included in such Registration Statement are Affiliates of the Company, the first date when all Registrable Securities covered by the Registration Statement may be immediately sold without registration under the Securities Act pursuant to the exemptions provided by Rule 144 under the Securities Act and without restriction under Rule 144(k), subject to the provisions of Article IV hereof. (b) The Company shall be entitled to postpone for up to 120 90 days the filing of any Demand Registration Statement otherwise required to be prepared and filed pursuant to this Section 2.1 if (i) the Board of Directors of the Company determines, in its good faith reasonable judgment, that such registration and the Transfer of Registrable Securities contemplated thereby would materially interfere with, or require the premature disclosure of, any financing, securities purchase, acquisition or reorganization or other material transaction involving the Company or any of its subsidiaries or would otherwise require the premature disclosure of any other material nonpublic information as to which the Company has a bona fide business purpose for maintaining its confidentiality, and (ii) the Company promptly gives the Demanding Holders notice of such determination (which notice need not disclose the fact, event or information); provided, however, that the Company shall not have, within the twelve 12 months prior to the date of the postponement, postponed pursuant to this Section 2.1(b) the filing of any other Demand Registration Statement covering such Holder's Registrable Securities that was subsequently abandoned because the Demand Registration Request relating thereto was withdrawn. (c) Whenever the Company receives a demand pursuant to Section 2.1(a) to effect the registration of any Registrable Securities, the Company shall promptly give written notice of such proposed registration to all Holders. Any such Holder may, within ten days after receipt of such notice, request in writing that all of such Holder's Registrable Securities, or any portion thereof designated by such Holder, be included in the registration.