Common use of Form S-1 Registration Clause in Contracts

Form S-1 Registration. As soon as reasonably practicable after the written request of the Holders of a majority of the Registrable Securities, the Company shall file with the SEC one or more Registration Statements on Form S-1 (or other similar form) covering the continuous sale of the Registrable Securities pursuant to Rule 415 under the Securities Act or any successor thereto (each, a "Shelf Registration Statement"), in the manner specified therein. The Company shall use all reasonable efforts to cause each Shelf Registration Statement to be declared effective by the SEC as soon as reasonably practicable after its filing with the SEC, and upon reasonable notice from a Holder (and in any event no less than ten (10) days) that the Holder intends to sell pursuant to a Shelf Registration Statement, the Company will file such amendments and supplements as necessary to update the Shelf Registration Statement so that it will be effective for any such sale of Registrable Securities until the earlier of (x) such time as all of the Registrable Securities are sold pursuant to such Shelf Registration Statement or (y) each Holder is able to sell within any ninety (90) day period all Registrable Securities owned by such Holder pursuant to SEC Rules as then in effect, including Rule 144 under the Securities Act, or any successor thereto ("SEC Rule 144") (the "Effective Period"); provided that in the event that Company determines in good faith that, because it has under consideration a significant (as defined under Regulation S-X of the SEC) acquisition or disposition or other material transaction or corporate event that has not been publicly disclosed or that it is in the process of preparing for filing with the SEC an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K or other form, a Shelf Registration Statement may contain a material misstatement or omission, the Company may cause such Shelf Registration Statement to not be used during the period in question. The Company agrees it will use its best efforts to ensure that such deferral will be for the shortest period of time reasonably required not exceeding, in the aggregate, ninety (90) days in any twelve (12) month period.

Form S-1 Registration. As soon as reasonably practicable after (i) Subject to the conditions set forth in this Section 2.1, if the Corporation shall receive from Initiating Holders a written request of signed by such Initiating Holders that the Holders of Corporation effect any registration with respect to all or a majority of the Registrable Securities, the Company shall file with the SEC one or more Registration Statements on Form S-1 (or other similar form) covering the continuous sale part of the Registrable Securities pursuant (such request shall state the number of Registrable Securities to Rule 415 under be disposed of and the intended methods of disposition of such Registrable Securities Act or any successor thereto (each, a "Shelf Registration Statement"by such Initiating Holders), in the manner specified therein. The Company shall Corporation shall: (A) promptly give written notice of the proposed registration to all other Holders; and (B) use all its commercially reasonable efforts to cause each Shelf Registration Statement to be declared effective by the SEC to, as soon as reasonably practicable after its practicable, submit a Draft Registration Statement (DRS) on Form S-1 or file a Registration Statement on Form S-1 and 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 SECSecurities Act) and to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, and upon reasonable notice from together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a Holder (and in any event no less than written request received by the Corporation within ten (10) daysdays after such written notice from the Corporation is mailed or delivered. (ii) that Notwithstanding the Holder intends foregoing, the Corporation shall not be obligated to sell effect, or to take any action to effect, any such registration pursuant to a Shelf this Section 2.1(a): (A) Prior to the date that is six (6) months following the closing of the IPO; (B) If the Initiating Holders, together with the holders of any other securities of the Corporation entitled to inclusion in such Registration Statement, the Company will file such amendments and supplements as necessary propose to update the Shelf Registration Statement so that it will be effective for any such sale of sell Registrable Securities until and such other securities (if any) at an aggregate offering price (after deduction of underwriters’ discounts and expenses related to issuance) of less than $20,000,000; (C) In any particular jurisdiction in which the earlier Corporation would be required to qualify to do business, to subject itself to general taxation or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Corporation is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (D) After the Corporation has initiated four such registrations pursuant to this Section 2.1(a) (counting for these purposes only (x) such time as all of the Registrable Securities are sold pursuant to such Shelf Registration Statement registrations, which have been declared or ordered effective, and (y) each Holder is able to sell within any ninety (90) day period all Registrable Securities owned by such Holder pursuant to SEC Rules as then in effect, including Rule 144 under the Securities Act, or any successor thereto ("SEC Rule 144") (the "Effective Period"Withdrawn Registrations); provided that in the event that Company determines in good faith that, because it has under consideration the Corporation is not eligible to file a significant (as defined under Regulation S-X Form S-3 after one year from the closing of the SEC) acquisition or disposition or other material transaction or corporate event that has not been publicly disclosed or that it is in IPO, the process of preparing for filing with the SEC an Annual Report demand registration rights on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K or other form, a Shelf Registration Statement may contain a material misstatement or omission, the Company may cause such Shelf Registration Statement to not be used during the period S-1 described in question. The Company agrees it will use its best efforts to ensure that such deferral this Section 2.1(a) will be for increased by one (1) additional registration per Fiscal Quarter (to be effective on the shortest period first day following the completion of such Fiscal Quarter) until such time reasonably required not exceeding, in as the aggregate, ninety (90) days in any twelve (12) month periodCorporation files a Form S-3.

Form S-1 Registration. As soon as reasonably practicable If the Company shall receive at any time after six months after the closing of the IPO, a written request of from the Holders of a majority of the Registrable Securities, Securities then outstanding (the “Initiating Holders”) that the Company shall file with the SEC one or more Registration Statements on a Form S-1 (or other similar form) covering the continuous sale of the Registrable Securities pursuant to Rule 415 registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $2,000,000 (net of any underwriters' discounts or any successor thereto (each, a "Shelf Registration Statement"commissions), in then the manner specified therein. The Company shall shall, within 20 days of receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of subsection 2.1(a), use all commercially reasonable efforts to cause each Shelf Registration Statement to be declared effective by the SEC file within 90 days of providing such notice, and effect, as soon as reasonably practicable after its filing thereafter, a Form S-1 registration statement under the Securities Act covering all Registrable Securities which the Holders request to be registered. (a) If the Initiating Holders intend to 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 and the Company shall include such information in the written notice referred to in subsection 2.1(b). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include his 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 Initiating Holders and such Holder) to the extent provided herein. The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the SECunderwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company in good faith that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, first shares held by stockholders other than the Holders, secondly, shares which the Company may wish to register for its own account, and upon reasonable notice from a Holder finally to the extent necessary Registrable Securities (and pro rata to the respective number of Registrable Securities held by each Holder); provided, however, that in any event no less than ten all Registrable Shares must be included in such registration prior to any other shares of the Company. (10b) days) that Notwithstanding the Holder intends foregoing, if the Company shall furnish to sell Holders requesting a Form S-1 registration statement pursuant to this Section 2.1, a Shelf Registration Statementcertificate 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 and its stockholders for such Form S-1 registration statement to be filed, the Company will file shall have the right to defer such amendments filing for a period of not more than 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period, and supplements as necessary provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 120-day period (other than in a registration relating solely to update the Shelf Registration Statement so that it will be effective for any such sale of Registrable Securities until the earlier securities of (x) such time as all participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Registrable Securities are sold pursuant to such Shelf Registration Statement or (y) each Holder is able to sell within any ninety (90) day period all Registrable Securities owned by such Holder pursuant to SEC Rules as then in effect, including Rule 144 under the Securities Act, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered). (c) In addition, the Company shall not be obligated to effect, or to take any successor thereto action to effect, any registration pursuant to this Section 2.1: ("SEC Rule 144"i) After the Company has effected two (2) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) During the "Effective Period")period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 2.3 hereof; provided that in the event that Company determines is actively employing in good faith that, because it has under consideration a significant all commercially reasonable efforts to cause such registration statement to become effective; (as defined under Regulation S-X iii) If the Initiating Holders propose to dispose of the SEC) acquisition or disposition or other material transaction or corporate event shares of Registrable Securities that has not been publicly disclosed or that it is in the process of preparing for filing with the SEC an Annual Report may be immediately registered on Form 10-K, S-3 pursuant to a Quarterly Report on Form 10-Q or a Current Report on Form 8-K or other form, a Shelf Registration Statement may contain a material misstatement or omission, request made pursuant to Section 2.2 below; or (iv) In any jurisdiction in which the Company may cause would be required to qualify to do business or execute a general consent to service of process in effecting such Shelf Registration Statement registration, unless the Company is already qualified to not be used during the period do business or subject to service of process in question. The Company agrees it will use its best efforts to ensure that such deferral will be for the shortest period of time reasonably required not exceeding, in the aggregate, ninety (90) days in any twelve (12) month periodjurisdiction.

Form S-1 Registration. As soon as reasonably practicable (i) Subject to the conditions of this Section 2.1(a), if the Company shall receive at any time on or following either (A) five years after the date of this Agreement, a written request from Holders holding a majority of the Holders then-outstanding Registrable Securities that the Company file a Form S-1 registration statement under the Act covering the registration of a majority of the then-outstanding Registrable Securities or (B) six months after the effective date of the Initial Public Offering, a written request from Holders holding thirty-five percent (35%) of the then-outstanding Registrable Securities that the Company file a registration statement under the Act covering the registration of all or a part of the then-outstanding Registrable Securities, then the Company shall, (X) within 20 days of the receipt thereof, give written notice (the “Holders’ Notice”) of such request to all Holders other than the Initiating Holders, and (Y) subject to the limitations of this Section 2.1(a), effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within 20 days of the date of the Holders’ Notice. (ii) Notwithstanding the foregoing, the Company shall file not be required to effect a registration pursuant to this Section 2.1(a): (1) after the Company has effected two registrations pursuant to this Section 2.1(a), and such registrations have been declared or ordered effective; (2) if the Company has effected a registration pursuant to this Section 2.1 within the preceding 12 months, and such registration has been declared or ordered effective; (3) during the period starting with the SEC one or more Registration Statements on Form S-1 (or other similar form) covering date 60 days prior to the continuous sale Company’s good faith estimate of the Registrable Securities pursuant to Rule 415 under date of the Securities Act or any successor thereto (eachfiling of, and ending on a date 180 days following the effective date of, a "Shelf Registration Statement")Company-initiated registration subject to Section 2.2, provided that the Company is actively employing in the manner specified therein. The Company shall use good faith all reasonable efforts to cause each Shelf Registration Statement such registration statement to become effective; (4) if the written request is pursuant to Section 2.1(a)(i)(B) and the Holders propose to sell Registrable Securities at an aggregate offering price to the public (net of any underwriters’ discounts or commissions) of less than $100,000,000; (5) if the Initiating Holders propose to dispose of Registrable Securities that may be declared effective by the SEC as soon as reasonably practicable after its filing with the SECregistered on Form S-3 pursuant to Section 2.1(b), and upon reasonable notice from a Holder (and in any event no less than ten (10) days) that the Holder intends to sell pursuant to a Shelf Registration Statementsuch case, the Company will file such amendments and supplements as necessary shall comply with its obligations under Section 2.1(b); (6) if the Company shall furnish to update Holders requesting a registration pursuant to this Section 2.1(a), a certificate signed by the Shelf Registration Statement so that it will be effective for any such sale of Registrable Securities until the earlier of (x) such time as all Company’s Chief Executive Officer or Chairman of the Registrable Securities are sold pursuant to such Shelf Registration Statement or (y) each Holder is able to sell within any ninety (90) day period all Registrable Securities owned by such Holder pursuant to SEC Rules as then in effect, including Rule 144 under Board of Directors of the Securities Act, or any successor thereto ("SEC Rule 144") Company (the "Effective Period"); provided “Board of Directors”) stating that in the event that Company determines in good faith that, because it has under consideration a significant (as defined under Regulation S-X judgment of the SEC) acquisition or disposition or other material transaction or corporate event that has not been publicly disclosed or that Board of Directors, it is in the process of preparing for filing with the SEC an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K or other form, a Shelf Registration Statement may contain a material misstatement or omission, would be seriously detrimental to the Company may cause and its stockholders for such Shelf Registration Statement registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not be used during more than 120 days after receipt of the period in question. The Company agrees it will use its best efforts to ensure request of the Initiating Holders, provided that such deferral will right to delay a request shall be for exercised by the shortest period of time reasonably required Company not exceeding, in the aggregate, ninety (90) days more than twice in any twelve (12) -month period; or (7) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act.

Form S-1 Registration. As soon as reasonably practicable after the written request of the Holders of a majority of the Registrable Securities, the Company shall file with the SEC one or more Registration Statements on Form S-1 (or other similar form) covering the continuous sale of the Registrable Securities pursuant to Rule 415 under the Securities Act or any successor thereto (each, a "Shelf Registration ------------------ Statement"), in the manner specified therein. The Company shall use all --------- reasonable efforts to cause each Shelf Registration Statement to be declared effective by the SEC as soon as reasonably practicable after its filing with the SEC, and upon reasonable notice from a Holder (and in any event no less than ten (10) days) that the Holder intends to sell pursuant to a Shelf Registration Statement, the Company will file such amendments and supplements as necessary to update the Shelf Registration Statement so that it will be effective for any such sale of Registrable Securities until the earlier of (x) such time as all of the Registrable Securities are sold pursuant to such Shelf Registration Statement or (y) each Holder is able to sell within any ninety (90) day period all Registrable Securities owned by such Holder pursuant to SEC Rules as then in effect, including Rule 144 under the Securities Act, or any successor thereto ("SEC Rule 144") (the "Effective Period"); provided that in the event that ------------ ---------------- Company determines in good faith that, because it has under consideration a significant (as defined under Regulation S-X of the SEC) acquisition or disposition or other material transaction or corporate event that has not been publicly disclosed or that it is in the process of preparing for filing with the SEC an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K or other form, a Shelf Registration Statement may contain a material misstatement or omission, the Company may cause such Shelf Registration Statement to not be used during the period in question. The Company agrees it will use its best efforts to ensure that such deferral will be for the shortest period of time reasonably required not exceeding, in the aggregate, ninety (90) days in any twelve (12) month period.