Common use of Effective Demand Registration Clause in Contracts

Effective Demand Registration. The Company shall use its reasonable best efforts to file a Registration Statement relating to a Demand Registration or a Company Initiated Resale Registration as soon as practicable and, in any event, within sixty (60) days after receiving a request under SECTION 2.1(a) hereof or the Board of Directors making a determination under SECTION 2.1(a) and the Company shall use reasonable best efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing and to remain effective for the lesser of (i) the period during which all Registrable Securities registered in the Demand Registration are sold and (ii) one hundred and eighty (180) days, provided, however, that a registration shall not constitute a Demand Registration if (x) after such Demand Registration has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other Governmental Authority for any reason not materially attributable to any of the Initiating Demand Holders and such interference is not thereafter eliminated or (y) the conditions specified in the underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure by the Initiating Demand Holders. Subject to the exceptions described in SECTION 2.1, SECTION 2.5 and this SECTION 2.3, the Company shall not be required to effect more than an aggregate of three (3) Demand Registrations or S-1 Shelf Registrations in any twelve (12) month period; provided, however, that a Demand Registration shall not be counted for such purpose unless the applicable Registration Statement has become effective and at least fifty percent (50%) of the Registrable Securities requested by the Initiating Demand Holders and Non-Initiating Holders (if any) to be registered in such Demand Registration (and Incidental Registration, if applicable) have been sold.

Effective Demand Registration. The Company Subject to Section 6.3(b), the Issuer shall use its all commercially reasonable best efforts to (i) file a Registration Statement relating to a such Demand Registration, (ii) cause such Registration or a Company Initiated Resale Registration as soon as practicable and, in any event, within sixty (60) days after receiving a request under SECTION 2.1(a) hereof or the Board of Directors making a determination under SECTION 2.1(a) and the Company shall use reasonable best efforts to cause the same Statement to be declared effective by the Commission as promptly as practicable not later than (1) 120 days (if the Issuer is not eligible to use Form S-3 for such Demand Registration) or (2) 60 days (if the Issuer is eligible to use Form S-3 for such Demand Registration), after the Issuer receives a request under Section 4.1(a) and (iii) keep such filing and to remain Registration Statement continuously effective for until the lesser later of (i1) the period during time at which all Registrable Securities registered in the Demand Registration are have been sold and (ii2) one hundred and eighty the 75th day after the date such Registration Statement is declared effective by the Commission; provided that such 75-day period shall be extended for a number of days equal to the number of days that elapse from (180x) days, the date any written notice contemplated by Section 6.3(a) is given by the Issuer to (y) the date on which the Issuer delivers to the Stockholders the supplement or amendment contemplated by Section 6.3(a); provided, howeverfurther, that a registration shall not constitute the Issuer's obligations under Sections 4.1 and 4.2 with respect to a Demand Registration shall not be deemed to be fulfilled if more than 50% of the Registrable Securities included in such Registration Statement are not sold pursuant to such Registration Statement and either (x) after such Demand Registration has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other Governmental Authority Entity for any reason not materially attributable to any of the Initiating Stockholder requesting such Demand Holders and such interference is not thereafter eliminated Registration or (y) the conditions specified in the underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure by the Initiating Demand Holders. Subject to the exceptions described in SECTION 2.1, SECTION 2.5 and this SECTION 2.3, the Company shall not be required to effect more than an aggregate of three (3) Demand Registrations or S-1 Shelf Registrations in any twelve (12) month period; provided, however, that a Demand Registration shall not be counted for such purpose unless the applicable Registration Statement has become effective and at least fifty percent (50%) of the Registrable Securities requested by the Initiating Demand Holders and Non-Initiating Holders (if any) to be registered in Stockholder requesting such Demand Registration (and Incidental Registration, if applicable) have been sold.

Effective Demand Registration. The Company shall use its reasonable best efforts to file cause any such Demand Registration to become and remain effective not later than seventy-five (75) days after it receives a Registration Statement relating to request under Section 4.1 hereof. A registration shall not constitute a Demand Registration or a Company Initiated Resale Registration as soon as practicable and, in any event, within sixty (60) days after receiving a request under SECTION 2.1(a) hereof or the Board of Directors making a determination under SECTION 2.1(a) until it has become effective and the Company shall use reasonable best efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing and to remain remains continuously effective for the lesser of, subject to the provisions of Section 6.3, (i) the period during which all Registrable Securities registered in the Demand Registration are sold or otherwise disposed of (but not before the Warrants so registered shall have been exercised or shall have expired) and (ii) one hundred and eighty (180) days, ; provided, however, that a registration shall not constitute a Demand Registration if (xw) after such Demand Registration has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other Governmental Authority governmental agency or court for any reason not materially attributable to any of the Initiating Demand Holders and such interference is not thereafter eliminated or within thirty (y30) days after such interference first occurs, (x) the conditions specified in the underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure by the Initiating Holders, (y) such Demand Holders. Subject Registration does not become effective within the seventy-five (75) day period referred to in the first sentence of this Section 4.4 and the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders request the Company to withdraw such Demand Registration, or (z) the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders request the Company to withdraw such Demand Registration prior to the exceptions described effectiveness of such Demand Registration for marketing reasons or because of a material adverse change in SECTION 2.1the business, SECTION 2.5 and this SECTION 2.3, financial condition or prospects of the Company shall not be required to effect more than an aggregate of three (3) Demand Registrations or S-1 Shelf Registrations in any twelve (12) month periodCompany; provided, however, that a Demand Registration that is requested to be withdrawn under clause (y) or clause (z) above shall constitute a Demand Registration if the Designated Holders shall not be counted for such purpose unless have paid to the applicable Registration Statement has become effective and at least fifty percent Company the Reimbursable Expenses within sixty (50%60) days after receipt by the Holder Representative of a certificate of an executive officer of the Registrable Securities requested by the Initiating Demand Holders and Non-Initiating Holders (if any) Company specifying in reasonable detail such Reimbursable Expenses, together with reasonable documentation to be registered in support such Demand Registration (and Incidental Registration, if applicable) have been soldReimbursable Expenses.

Effective Demand Registration. (a) The Company shall use its reasonable best efforts to file cause any such Demand Registration to become and remain effective as soon as reasonably practicable, and in no event more than ninety (90) days, after it receives a Registration Statement relating to request under Section 3.1 hereof. A registration shall not constitute a Demand Registration or a Company Initiated Resale Registration as soon as practicable and, in any event, within sixty (60) days after receiving a request under SECTION 2.1(a) hereof or the Board of Directors making a determination under SECTION 2.1(a) until it has become effective and the Company shall use reasonable best efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing and to remain remains continuously effective for the lesser of (i) the period during which all Registrable Securities registered in the Demand Registration are sold and (ii) one hundred and eighty (180) 120 days, ; provided, however, that a registration shall not constitute a Demand Registration if (x) after such Demand Registration has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other Governmental Authority governmental agency or court for any reason not materially attributable to any of the Initiating Demand Holders and such interference is not thereafter eliminated or (y) the conditions specified in the underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure by the Initiating Demand Holders. Subject Holder. (b) Notwithstanding anything set forth elsewhere herein, if any registration prepared by the Company at the request of Initiating Holders pursuant to this Article III is not filed or does not become effective as a result of the decision of the Initiating Holders or any underwriter designated by them other than because of the Company’s failure to comply with its obligations hereunder, because of a material adverse change in the Company’s business or another reason primarily attributable to the exceptions described Company, and the Investor Stockholders elect not to pay all of the Registration Expenses incurred in SECTION 2.1connection with such registration request, SECTION 2.5 and this SECTION 2.3, then such registration shall count as one of the Company shall not be required to effect more than an aggregate of three (3) two Demand Registrations or S-1 Shelf Registrations in any twelve (12) month period; provided, however, that a Demand Registration shall not be counted for such purpose unless the applicable Registration Statement has become effective and at least fifty percent (50%) of the Registrable Securities requested by the Initiating Demand Holders and Non-Initiating Holders (if any) Investor Stockholders may make pursuant to be registered in such Demand Registration (and Incidental Registration, if applicable) have been soldSection 3.1.

Effective Demand Registration. The Company A registration shall use its reasonable best efforts to file a Registration Statement relating to not constitute a Demand Registration or a Company Initiated Resale Registration as soon as practicable and, in any event, within sixty (60) days after receiving a request under SECTION 2.1(a) hereof or the Board of Directors making a determination under SECTION 2.1(a) until it has become effective and the Company shall use reasonable best efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing and to remain remains continuously effective for the lesser of (i) the period during which all Registrable Securities registered in the Demand Registration are sold and (ii) one hundred and eighty (180) 180 days, ; provided, however, that a registration shall not constitute a Demand Registration if (xw) after such Demand Registration has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission SEC or other Governmental Authority governmental agency or court for any reason not materially attributable to any the holders requesting the Demand Registration or the holders of the Initiating Demand Holders Registrable Securities requesting to be included in such registration and such interference is not thereafter eliminated within five (5) business days, or (yx) the conditions specified in the underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure on the part of the holders requesting the Demand Registration or the holders of Registrable Securities requesting to be included in such registration, or (y) the number of Registrable Securities sold by the Initiating Demand Holders. Subject to the exceptions described holders in SECTION 2.1, SECTION 2.5 and this SECTION 2.3, the Company shall not be required to effect more than an aggregate of three (3) Demand Registrations or S-1 Shelf Registrations in any twelve (12) month period; provided, however, that a such Demand Registration shall not be counted for such purpose unless the applicable Registration Statement has become effective and at least is less than fifty percent (50%) of the number of Registrable Securities requested by the Initiating Demand Holders and Non-Initiating Holders (if any) to be registered included in such Demand Registration or (and Incidental z) the number of Registrable Securities registered by the Company in such Demand Registration is less than seventy-five percent (75%) of the number of Registrable Securities requested to be included in such Demand Registration, if applicable) have been sold.

Effective Demand Registration. The Company shall use its reasonable best efforts to file a Registration Statement relating to a cause any Demand Registration or a Company Initiated Resale Registration as soon as practicable and, in any event, within sixty to become effective not later than one hundred and twenty (60120) days after receiving it receives a request under SECTION 2.1(a) hereof or the Board of Directors making makes a determination under SECTION 2.1(a) and the Company shall use reasonable best efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing hereof and to remain effective for the lesser of (i) the period during which all Registrable Securities Common Stock and/or Warrants registered in the Demand Registration are sold and (ii) one hundred and eighty twenty (180120) days, provided, however, that a registration shall not constitute a Demand Registration if (x) after such Demand Registration has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other Governmental Authority for any reason not materially attributable to any of the Initiating Demand Holders and such interference is not thereafter eliminated or (y) the conditions specified in the underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure by the Initiating Demand Holders. Subject to the exceptions described in SECTION 2.1, SECTION 2.5 and this SECTION 2.3, the Company shall only be obligated to effect an aggregate of six (6) Demand Registrations, S-1 Shelf Registrations and S-1 Underwritten Shelf Take-Downs under this Agreement and shall not be required to effect more than an aggregate of three one (31) Demand Registrations Registration or S-1 Shelf Registrations Registration in any twelve six month period or more than one (121) S-1 Underwritten Shelf Take-Down in any six month period; provided, however, that a Demand Registration shall not be counted for such purpose unless the applicable Registration Statement has become effective and at least fifty percent (50%) of the Registrable Securities requested by the Initiating Demand Holders and Non-Initiating Holders (if any) to be registered in such Demand Registration (and Incidental Registration, if applicable) have been sold.

Effective Demand Registration. The Company A registration shall use its reasonable best efforts to file a Registration Statement relating to not constitute a Demand Registration or a Company Initiated Resale Registration as soon as practicable and, in any event, within sixty (60) days after receiving a request under SECTION 2.1(a) hereof or the Board of Directors making a determination under SECTION 2.1(a) until it has become effective and the Company shall use reasonable best efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing and to remain remains continuously effective for the lesser of (i) the period during which all Registrable Securities registered in the Demand Registration are sold and (ii) one hundred and eighty 180 days (180) days, or 365 days in connection with a registration on Form S-3); provided, however, that a registration shall not constitute a Demand Registration if (xw) after such Demand Registration has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission SEC or other Governmental Authority governmental agency or court for any reason not materially attributable to any of the Initiating Shareholders requesting the Demand Holders Registration or the Shareholders requesting to be included in such registration and such interference is not thereafter eliminated within five (5) business days, or (yx) the conditions specified in the underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure of the Shareholders requesting the Demand Registration or the Shareholders requesting to be included in such registration, or (y) in connection with an underwritten offering, the number of Registrable Securities registered by the Initiating Demand Holders. Subject to the exceptions described Company in SECTION 2.1, SECTION 2.5 and this SECTION 2.3, the Company shall not be required to effect more than an aggregate of three (3) Demand Registrations or S-1 Shelf Registrations in any twelve (12) month period; provided, however, that a such Demand Registration shall not be counted for such purpose unless the applicable Registration Statement has become effective and at least is less than fifty percent (50%) of the number of Registrable Securities requested to be included in such Demand Registration, or (z) in connection with a registration on Form S-3, the number of Registrable Securities registered by the Initiating Demand Holders and Non-Initiating Holders (if any) to be registered Company in such Demand Registration is less than one hundred percent (and Incidental 100%) of the number of Registrable Securities requested to be included in such Demand Registration, if applicable) have been sold.

Effective Demand Registration. The Company shall use its reasonable best efforts to file a Registration Statement relating to a Demand Registration or a Company Initiated Resale Registration as soon as practicable and, in any event, within sixty (60) days after receiving a request under SECTION 2.1(a) hereof or the Board of Directors making a determination under SECTION 2.1(a) and the Company shall use reasonable best efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing and to remain effective for the lesser of (i) the period during which all Registrable Securities registered in the Demand Registration are sold and (ii) one hundred and eighty (180) days, provided, however, that a A registration shall not constitute a Demand Registration (i) unless it has been declared effective by the SEC and remains continuously effective (A) in the case of an underwritten offering that is not a registration made pursuant to Rule 415, 120 days from the effective date (subject to extension as provided below), and (B) in the case of any registration made pursuant to Rule 415 under the Securities Act, until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller(s) thereof set forth in such Registration Statement or until the Registrable Securities of each Holder can be sold by such Holder without restriction or limitation pursuant to Rule 144 (or any successor thereto) promulgated under the Securities Act, including, without limitation, the requirement to be in compliance with Rule 144(c)(1) (each such period as applicable, the “Registration Period”), except that the Company will extend the time period under this Section 2(g)(i)(A) with respect to the length of time that the effectiveness of such registration statement must be maintained by the amount of time any Holder is required to discontinue disposition of such Registrable Securities pursuant to any other provision of this Agreement; provided, however, that such period of time shall not be extended beyond the date that Registrable Securities covered by such Demand Registration cease to be Registrable Securities and (ii) if (x) after such Demand Registration has become effectiveeffective and prior to all of the Registrable Securities registered in such Demand Registration being sold, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission SEC or other Governmental Authority governmental agency or court for any reason not materially attributable to any of the Initiating holder requesting the Demand Holders Registration and such interference is not thereafter eliminated within forty-five (45) days thereafter, or (yiii) the conditions specified in the underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure by on the Initiating Demand Holders. Subject to the exceptions described in SECTION 2.1, SECTION 2.5 and this SECTION 2.3, the Company shall not be required to effect more than an aggregate of three (3) Demand Registrations or S-1 Shelf Registrations in any twelve (12) month period; provided, however, that a Demand Registration shall not be counted for such purpose unless the applicable Registration Statement has become effective and at least fifty percent (50%) part of the Registrable Securities requested by the Initiating Demand Holders and Non-Initiating Holders (if any) to be registered in such Demand Registration (and Incidental Registration, if applicable) have been soldHolders.