Common use of Form S-3 Registrations Clause in Contracts

Form S-3 Registrations. In case the Corporation shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Corporation effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities held by such Holder or Holders, the Corporation will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and (b) as expeditiously as possible, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 10 days after receipt of such written notice from the Corporation; provided, however, that the Corporation shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Corporation entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000; (iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 4, the Corporation gives notice to such Holder or Holders of the Corporation's bona fide intention to make a public offering within 90 days; provided, that (i) the Corporation may only give such notice once in any 12-month period and (ii) the Corporation

Form S-3 Registrations. In (a) After its IPO, the Corporation shall use its commercially reasonable efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After such qualification, in case the Corporation shall receive from any Holder holder or Holders holders of a Majority of the then outstanding (x) MatlinPatterson Registrable Securities or (y) Family Holdings Registrable Securities, a written request or requests that the Corporation effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities held owned by such Holder holder or Holdersholders, the Corporation willagrees: (ai) to promptly (and in any event no more than 15 days following receipt of any such request) give written notice of the proposed registration, registration and any related qualification or compliance, to all the other Holders holders of Registrable Securities; and; (bii) as expeditiously as possible, to effect such a registration and all such qualifications and compliances as may be so requested and compliance as would permit or facilitate the sale and distribution on a continuous basis of all or such portion of such Holder's or Holdersthe requesting holders' Registrable Securities as are specified in such request, together with all or such request plus any portion of the Registrable Securities of any other Holder or Holders joining holders who join in such request as are specified in a by written request notice to the Corporation given within 10 20 days after receipt of such written notice pursuant to clause (i) from the Corporation; provided, however, that the Corporation shall not be required to include more than $300 million of MatlinPatterson Registrable Securities, $200 million of Family Holdings Registrable Securities, and $50 million of CPF Registrable Securities and Other Stockholder Registrable Securities; provided, further, that the Corporation shall not be obligated to effect any such registration, qualification qualification, or compliance pursuant to this Section 4: 5: (iA) if Form S-3 is not available for such offering or (B) if the Corporation has within the six (6) month period preceding the date of such request already effected a registration on Form S-3 pursuant to a request made under this Section 5. If the number of CPF Registrable Securities and Other Stockholder Registrable Securities requested to be included exceeds the amount that the Corporation is required to include in such registration statement, then the available space in such registration statement shall be allocated pro rata among the holders of such Registrable Securities requesting to be included in the registration on the basis of the total number of Registrable Securities held by their respective holders. (b) Notwithstanding Section 5(a)(ii)(B), the Holders; Corporation agrees that (i) if it did not include in such registration all of the MatlinPatterson Registrable Securities requested to be included then at any time when the amount of MatlinPatterson Registrable Securities remaining unsold under the registration statement is less than $200 million, it will promptly file a new or additional registration statement for additional sales of MatlinPatterson Registrable Securities as shall then permit sales of at least $300 million of MatlinPatterson Registrable Securities in the aggregate, (ii) if the Holders, together with the holders of any other securities it did not include in such registration all of the Corporation entitled to inclusion in such registration, propose to sell Family Holdings Registrable Securities and such other securities (if any) requested to be included therein then at an aggregate price to any time when the public amount of Family Holdings Registrable Securities remaining unsold under the registration statement is less than $5,000,000; 135 million, it will promptly file a new or additional registration statement for such additional sales of Family Holdings Registrable Securities as shall then permit sales of at least $200 million of Family Holdings Registrable Securities in the aggregate, and (iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 4, the Corporation gives notice to it did not include in such Holder or Holders registration all of the Corporation's bona fide intention CPF Registrable Securities and Other Stockholder Registrable Securities requested to make be included therein then at any time when the amount of CPF Registrable Securities and Other Stockholder Registrable Securities remaining unsold under the registration statement is less than $10 million, it will promptly file a public offering within 90 days; provided, that (i) new or additional registration statement for such additional sales as shall then permit sales of at least $50 million of CPF Registrable Securities and Other Stockholder Registrable Securities in the Corporation may only give such notice once in any 12-month period and (ii) the Corporationaggregate.

Form S-3 Registrations. In case If at any time or from time to time the Corporation Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Corporation Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance Registration with respect to all or a part of the Registrable Securities held owned by such Holder or Holders, then the Corporation Company will: (a) promptly Promptly give written notice of the proposed registrationRegistration and the Holder's or Holders' request therefor, and any related qualification or compliance, to all other registered Holders of Registrable Securities; and. (b) as expeditiously as possibleIn accordance with Section 1.4 hereof, effect such registration and all such qualifications and compliances as may be so requested Registration and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such requestrequests, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 10 20 days after receipt of such written notice from the CorporationCompany; provided, however, that the Corporation Company shall not be obligated to effect any such registrationRegistration, qualification or compliance pursuant to this Section 41.3 if: (i1) if Form S-3 is not available for such offering by the Holdersoffering; (ii2) if the Holders, together with the holders Holders of any other securities of the Corporation entitled to inclusion in such registrationRegistrable Securities, propose to sell Registrable Securities and such other securities (if any) at with an aggregate price to the public of less than $5,000,0002,500,000; (iii3) if within 30 the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Company's Board of Directors, it would be seriously detrimental to the Company and its stockholders for such Registration to be effected at such time, in which event the Company shall have the right, no more than once during any 12-month period, to defer the filing of the Form S-3 registration statement for a period of up to 120 days of after receipt of a written the final request from any Holder or of Holders under this Section 1.3; (4) the Company has within the nine-month period preceding the date of such request, already effected one Registration on Form S-3 with respect to Registrable Securities pursuant to this Section 41.3; or (5) Notwithstanding anything else herein contained to the contrary, the Corporation gives company will not be required to qualify to do business in any particular jurisdiction or to execute a general consent to service of process in effecting such Registration, qualification or compliance in a jurisdiction where it would not otherwise be subject to service of process. (c) If the Holders initiating the Registration request under this Section 1.3 ("INITIATING HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 1.3 and the Company shall include such information in the written notice referred to in subsection 1.3(a). In such event, the right of any Holder or to include its Registrable Securities in such Registration shall be conditioned upon such Holder's participation in such underwritten offering 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. A majority in interest of the Initiating Holders shall select an underwriter who shall serve as lead manager of the offering to which the Registration relates and the Company shall select an underwriter which shall serve as co-manager of the offering with the underwriter selected by the Holders. All Holders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting by the Initiating Holders and the Company. Notwithstanding any other provision of this Section 1.3, if such managing underwriters advise the Company in writing that marketing factors require a limitation of the number of securities to be underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be Registered and underwritten pursuant hereto, and the Corporation's bona fide intention number of Registrable Securities that may be included in the underwriting shall be reduced as required by the managing underwriters and allocated among the Holders participating in such Registration in proportion to make a public offering within 90 days; providedthe number of Registrable Securities then outstanding held by each such participating Holder (including the Initiating Holders). Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the Registration. (d) The Holders of Registrable Securities so Registered shall pay all Selling Expenses, and shall pay the proportion of all Registration Expenses incurred in connection with any Registration pursuant to this Section 1.3 that (i) the Corporation may only give aggregate number of Registrable Securities included in such notice once Registration bears to the aggregate number of all securities included in any 12-month period such Registration. Such Selling Expenses and (ii) Registration Expenses shall be paid by all selling Holders in proportion to the Corporationaggregate number of Registrable Securities sold by such selling Holders.

Form S-3 Registrations. In case the Corporation Company shall receive from any Holder or the Holders of at least thirty percent (30%) of the Registrable Securities then outstanding a written request or requests that the Corporation Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities held owned by such Holder or Holders, the Corporation willCompany shall: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and (b) use best efforts to effect, as expeditiously soon as possiblepracticable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 10 twenty (20) days after receipt of such written notice from the CorporationCompany; provided, however, that the Corporation Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Corporation Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,0001,000,000; (iii) if within 30 the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board 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-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days of after receipt of a written the request from any of the Holder or Holders under this Section 4; provided, however, that the Company shall not utilize this right to defer a filing more than twice in any twelve (12)-month period; or (iv) in any particular jurisdiction in which the Company would be required to qualify to do business in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 4, the Corporation gives notice 4 shall not be counted as requests for registration effected pursuant to such Holder or Holders of the Corporation's bona fide intention to make a public offering within 90 days; provided, that (i) the Corporation may only give such notice once in any 12-month period and (ii) the CorporationSection 2.

Form S-3 Registrations. In case the Corporation Company shall receive a written request from any Holder or Holders of Registrable Securities a written request or requests that the Corporation Company effect a registration on Form S-3 or any similar short-form registration statement S-3, and any related qualification or compliance with respect to all or a part of the Registrable Securities held owned by such Holder or Holders, the Corporation Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and (b) use its best efforts to, as expeditiously soon as possiblepracticable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 10 fifteen (15) days after receipt of such written notice from the CorporationCompany; provided, however, that the Corporation Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 4: 1.11: (i1) if Form S-3 is not available for such offering by the Holders; ; (ii2) if the Holders, together with the holders of any other securities of the Corporation Company entitled to inclusion in such registrationForm S-3, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of underwriting discounts and commissions) of less than $5,000,000; ; (iii3) if within the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 30 days of after receipt of a written the request from any of the Holder or Holders under this Section 1.11; provided, however, that the Company shall not utilize this right more than once in any 12 month period; (4) if the Company has, in the 30-day period preceding the date of such request, already effected a registration pursuant to this Section 41.11; or (5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance to the extent the Company is not otherwise required to be qualified or execute such consent. (c) Subject to the foregoing, the Corporation gives notice Company shall file a registration statement covering the Registrable Securities and other securities so requested to such be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to this Section 1.11, including, without limitation, all registration, filing, qualification, printer’s and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company but excluding underwriting discounts and commissions relating to Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 1.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively. (d) If the Holders initiating a registration pursuant to this subsection 1.11 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 made pursuant to this subsection 1.11 and the Company shall include such information in the written notice referred to in subsection 1.11(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Corporation's bona fide intention Initiating Holders. In such event, the right of any Holder to make include such Holder’s 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 public offering within 90 days; providedmajority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.11, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated (i) first, among all Holders requesting registration hereunder, including the Corporation may only give Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company which the Holders are requesting to be included in such notice once in any 12-month period registration, and (ii) second, to the CorporationCompany and any other persons entitled to inclusion in such registration; provided, however, that the number of shares of Registrable Securities to be included by the Holders in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.

Form S-3 Registrations. In case If at any time the Corporation shall receive from any Holder or Company is requested by Common Holders of Registrable Securities holding at least a written request or requests that the Corporation effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part majority of the Registrable Securities then held by such Holder all Common Holders (“Initiating Holders”) (and qualifies under applicable Commission rules) to undertake to register for sale on Form S-3 (or Holdersa similar or successor form) Registrable Securities estimated to result in aggregate gross proceeds of at least Three Million Dollars ($3,000,000), the Corporation will: (a) Company shall promptly give written notice of the such proposed registration, and any related qualification or compliance, registration to all other Holders holders of Registrable Securities; and (b) Securities and the Company shall, as expeditiously as possible, use commercially reasonable efforts to effect such the registration and all such qualifications and compliances as may be so requested and as would permit on Form S-3 (or facilitate the sale and distribution of all a similar or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion successor form) of the Registrable Securities of which the Company has been requested to register (i) in each request and (ii) in any other Holder or Holders joining in such request as are specified in a written request response given within 10 thirty (30) days after receipt of such written notice of such registration from the Corporation; providedCompany. Notwithstanding the foregoing, however, that the Corporation Company shall not be obligated to take any action to effect any such registrationRegistration, qualification or compliance pursuant to this Section 42.6: (ia) if, in a given twelve (12) month period, the Company has already effected at least two (2) such registrations in such period; (b) if the Form S-3 is not available for such offering by the Holdersholders of Registrable Securities; (iic) within ninety (90) days after the effective date of any registration referred to in Section 2.5; or (d) if the Company shall furnish to the Initiating Holders a certificate signed by the Chief Executive Officer or Chairman of the Company stating that in the good faith judgment of the Board it would be materially detrimental to the Company and its stockholders for such Registration Statement to be filed at such time or in the near future, in which case the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request for registration of the Common Holders, together provided, that the Company may only defer a Registration once under this Section 2.6(d) in any twelve (12) month period. If the Board makes such a determination, the Common Holders shall be entitled to withdraw their request for registration without impairing their right to request registration under this Section 2.6 thereafter. The Company may include in the registration under this Section 2.6 any other Common Stock (including Registrable Securities held by other holders of the Company’s capital stock and issued and outstanding Common Stock as to which the holders thereof have contracted with the holders of any other securities of Company for incidental registration rights) so long as the Corporation entitled to inclusion in such registrationregistration of such shares will not, propose to sell in the opinion of any managing underwriter (or in the reasonable opinion of the Company after consultation with the Common Holders requesting such registration in the event that the offering is not underwritten), interfere with the successful marketing in accordance with the intended method of sale or other disposition of all the shares of Registrable Securities and such other securities (if any) at an aggregate price sought to be registered by the public of less than $5,000,000; (iii) if within 30 days of receipt of a written request from any Common Holder or Holders other holders of Registrable Securities pursuant to this Section 42.6. If it is determined as provided above that there will be such interference, the Corporation gives notice other capital stock sought to be included by the Company shall be excluded to the extent deemed necessary by such Holder managing underwriter (or the Company after consultation with the Common Holders if the offering is not underwritten), and all other Common Stock held by parties other than the Common Holders shall be excluded, in each case before the exclusion of any shares of Registrable Securities held by the Common Holders. If, as contemplated above, and after excluding all other Common Stock held by other parties, Registrable Securities of the Corporation's bona fide intention Common Holders are to make a public offering within 90 days; providedbe excluded, that (i) the Corporation may only give number of Registrable Securities of the participating Common Holders which are to be excluded shall be proportionate to the number of shares which such notice once in any 12-month period and (ii) the CorporationCommon Holder is seeking to register.

Form S-3 Registrations. In case If at any time the Corporation shall receive from any Holder or Company is requested by Investors and Major Common Holders of Registrable Securities holding at least a written request or requests that the Corporation effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part majority of the Registrable Securities held by such Holder then outstanding (and qualifies under applicable Commission rules) to undertake to register for sale on Form S-3 (or Holdersa similar or successor form) Registrable Securities estimated to result in aggregate gross proceeds of at least Three Million Dollars ($3,000,000), the Corporation will: (a) Company shall promptly give written notice of the such proposed registration, and any related qualification or compliance, registration to all other Holders holders of Registrable Securities; and (b) Securities and the Company shall, as expeditiously as possible, use its best efforts to effect such the registration and all such qualifications and compliances as may be so requested and as would permit on Form S-3 (or facilitate the sale and distribution of all a similar or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion successor form) of the Registrable Securities of which the Company has been requested to register (i) in each request and (ii) in any other Holder or Holders joining in such request as are specified in a written request response given within 10 thirty (30) days after receipt of such written notice of such registration from the Corporation; providedCompany. Notwithstanding the foregoing, however, that the Corporation Company shall not be obligated to take any action to effect any such registrationRegistration, qualification or compliance pursuant to this Section 42.6: (ia) if, in a given twelve (12) month period, the Company has already effected at least two (2) such registrations in such period; (b) if the Form S-3 is not available for such offering by the Holdersholders of Registrable Securities; (iic) within ninety (90) days after the effective date of any registration referred to in Section 2.4 or 2.5; or (d) if the Company shall furnish to the Initiating Holders a certificate signed by the Chief Executive Officer or Chairman of the Company stating that in the good faith judgment of the Board it would be materially detrimental to the Company and its stockholders for such Registration Statement to be filed at such time or in the near future, in which case the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request for registration of the Investors and Major Common Holders, together provided, that the Company may only defer a Registration once under this Section 2.6(d) in any twelve (12) month period. If the Board makes such a determination, the Investors and Major Common Holders shall be entitled to withdraw their request for registration without impairing their right to request registration under this Section 2.6 thereafter. The Company may include in the registration under this Section 2.6 any other Common Stock (including issued and outstanding Common Stock as to which the holders thereof have contracted with the holders of any other securities of Company for incidental registration rights) so long as the Corporation entitled to inclusion in such registrationregistration of such shares will not, propose to sell in the opinion of any managing underwriter (or in the reasonable opinion of the Company after consultation with the Investors requesting such registration in the event that the offering is not underwritten), interfere with the successful marketing in accordance with the intended method of sale or other disposition of all the shares of Registrable Securities and such other securities (if any) at an aggregate price sought to be registered by the public Investor or holders of less than $5,000,000; (iii) if within 30 days of receipt of a written request from any Holder or Holders Registrable Securities pursuant to this Section 42.6. If it is determined as provided above that there will be such interference, the Corporation gives notice other Common Stock sought to be included by the Company shall be excluded to the extent deemed necessary by such Holder managing underwriter (or the Company after consultation with the Investors if the offering is not underwritten), and all other Common Stock held by parties other than the Investors and Major Common Holders shall be excluded, in each case before the exclusion of any shares of Registrable Securities held by the Investors and Major Common Holders. If, as contemplated above, and after excluding all other Common Shares held by other parties, Registrable Securities of the Corporation's bona fide intention Investors and Major Common Holders are to make a public offering within 90 days; providedbe excluded, that (i) the Corporation may only give number of Registrable Securities of the participating Investors and Major Common Holders which are to be excluded shall be proportionate to the number of shares which such notice once in any 12-month period Investor and (ii) the CorporationMajor Common Holder is seeking to register.

Form S-3 Registrations. In case the Corporation shall receive Company receives from any Holder or the Holders of a majority of the Registrable Securities a written request or requests that the Corporation Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities held owned by such Holder or Holders, the Corporation willCompany must : (a) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other eligible Holders of Registrable Securities; and (b) as expeditiously soon as possiblepracticable, effect such registration file the Registration Statement and all such qualifications and compliances as may be so requested and use commercially reasonable efforts to have the Registration Statement declared effective as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or eligible Holders joining in such request as are specified in a written request given within 10 fifteen days after receipt of such written notice from the Corporation; provided, however, that the Corporation shall Company. The Company will not be obligated to effect any such registration, qualification or compliance pursuant to this Section 42.3: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Company furnishes to the Holders a certificate signed by the Chief Executive Officer or Chief Financial Officer 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 shareholders for such Form S-3 registration to be effected at such time, in which event the Company will have the right to defer the filing of the Form S-3 Registration Statement for a period of not more than sixty days after receipt of the request of the Holders under this Section 2.3 provided. The Company may not utilize this right more than once in any twelve month period, and may register any other of its shares during such sixty day period; (iii) if the Company has, within the nine month period preceding the date of the request, already effected one registration on Form S-3 for the Holders pursuant to this Section 2.3; (iv) if the Company has already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.3; (v) if the Holders, together with the holders of any other securities of the Corporation Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $5,000,000100,000; (iiivi) if within 30 days of the Holders would not be entitled to request a Demand Registration under Section 2.1. (c) Subject to the foregoing, the Company must file a Registration Statement covering the Registrable Securities as soon as practicable after receipt of a written the request from any Holder or Holders of the Holders. (d) Each registration demanded pursuant to this Section 4, 2.3 will be deemed to be a Demand Registration for the Corporation gives notice to such Holder or Holders purposes of the Corporation's bona fide intention to make a public offering within 90 days; provided, that (i) the Corporation may only give such notice once in any 12-month period and (ii) the CorporationSection 2.1(c).

Form S-3 Registrations. In case the Corporation Company shall receive from any Holder or Holders of Registrable Securities a written request or requests from holders of at least 25% of the Registrable Shares that the Corporation Company effect a registration on Form S-3 or any similar short-form registration statement S-3, and any related qualification or compliance with respect to all or a part of the Registrable Securities held Shares owned by such Holder holder or Holdersholders, the Corporation Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders holders of Registrable SecuritiesShares; and (b) as expeditiously soon as possiblepracticable, but in any event within 15 business days, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's holder’s or Holders' holders’ Registrable Securities Shares as are specified in such request, together with all or such portion of the Registrable Securities Shares of any other Holder holder or Holders holders joining in such request as are specified in a written request given within 10 five (5) days after receipt of such written notice from the CorporationCompany; provided, however, that the Corporation Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 4: 8: (i) if Form S-3 is not available for such offering by the Holders; holders; (ii) if the Holders, together with Company shall furnish to the holders of any other securities a certificate signed by the President of the Corporation entitled to inclusion Company stating that in such registrationthe good faith judgment of the Board of Directors of the Company, propose to sell Registrable Securities and such other securities (if any) at an aggregate price it would be seriously detrimental to the public Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of less the Form S-3 registration statement for a period of not more than $5,000,000; 30 days after receipt of the request of the holder or holders under this Section 8; provided, however, that the Company shall not utilize this right more than once in any twelve month period; (iii) if within 30 days the Company has, in the six (6)-month period preceding the date of receipt of such request, already effected a written request from any Holder or Holders registration pursuant to this Section 48; or (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Corporation gives notice Company shall file a registration statement covering the Registrable Shares and other securities so requested to such Holder or Holders be registered as soon as practicable after receipt of the Corporation's bona fide intention request or requests of the holders. All Registration Expenses incurred in connection with a registration requested pursuant to make a public offering within 90 days; providedthis Section 8, that (i) including, without limitation, all registration, filing, qualification, printer’s and accounting fees and the Corporation may only give such notice once in any 12-month period reasonable fees and (ii) disbursements of counsel for the Corporationselling holder or holders and counsel for the Company, shall be borne by the Company. Registrations effected pursuant to this 8 shall not be counted as Demand Registrations effected pursuant to Section 2.

Form S-3 Registrations. In case If at any time the Corporation Company is requested (and qualifies under applicable Commission rules) to undertake to register for sale on Form S-3 (or a similar or successor form) Registrable Securities estimated to result in aggregate gross proceeds of at least One Million Dollars ($1,000,000), the Company shall receive from any Holder or Holders promptly give notice of such proposed registration to all holders of Registrable Securities a written request or requests that and the Corporation effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities held by such Holder or HoldersCompany shall, the Corporation will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and (b) as expeditiously as possible, use its best efforts to effect such the registration and all such qualifications and compliances as may be so requested and as would permit on Form S-3 (or facilitate the sale and distribution of all a similar or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion successor form) of the Registrable Securities of which the Company has been requested to register (i) in each request and (ii) in any other Holder or Holders joining in such request as are specified in a written request response given within 10 thirty (30) days after receipt of such written notice of such registration from the Corporation; providedCompany. Notwithstanding the foregoing, however, that the Corporation Company shall not be obligated to take any action to effect any such registrationRegistration, qualification or compliance pursuant to this Section 42.6: (ia) if, in a given twelve (12) month period, the Company has already effected at least two such registration in such period; (b) if the Form S-3 is not available for such offering by the Holdersholders of Registrable Securities; (iic) within ninety (90) days after the effective date of any registration referred to in Section 2.4 or 2.5; or (d) if the HoldersCompany shall furnish to the Initiating Investors a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board it would be materially detrimental to the Company and its stockholders for such Registration Statement to be filed at such time or in the near future, together in which case the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request for registration of the Investors, provided that the Company may only defer a Registration once under this Section 2.6(d) in any twelve (12) month period. If the Board makes such a determination, the Investors shall be entitled to withdraw their request for registration without impairing their right to request registration under this Section 2.6 thereafter. The Company may include in the registration under this Section 2.6 any other Common Stock (including issued and outstanding Common Stock as to which the holders thereof have contracted with the holders of any other securities of Company for incidental registration rights) so long as the Corporation entitled to inclusion in such registrationregistration of such shares will not, propose to sell in the opinion of any managing underwriter (or in the reasonable opinion of the Company after consultation with the Investors requesting such registration in the event that the offering is not underwritten), interfere with the successful marketing in accordance with the intended method of sale or other disposition of all the shares of Registrable Securities and such other securities (if any) at an aggregate price sought to be registered by the public Investor or Investors of less than $5,000,000; (iii) if within 30 days of receipt of a written request from any Holder or Holders Registrable Securities pursuant to this Section 42.6. If it is determined as provided above that there will be such interference, the Corporation gives notice other Common Stock sought to be included by the Company shall be excluded to the extent deemed necessary by such Holder managing underwriter (or Holders the Company after consultation with the Investors if the offering is not underwritten), and all other Common Stock held by parties other than the Investors shall be excluded before the exclusion of any shares of Registrable Securities held by the Investors. If, as contemplated above, and after excluding all other Common Shares held by other parties, Registrable Securities of the Corporation's bona fide intention Investors are to make a public offering within 90 days; providedbe excluded, that (i) the Corporation may only give number of Registrable Securities of the participating Investors which are to be excluded shall be proportionate to the number of shares which such notice once in any 12-month period and (ii) the CorporationInvestor is seeking to register.

Form S-3 Registrations. In case the Corporation Company shall receive a written request from any Holder or Holders of Registrable Securities a written request or requests that the Corporation Company effect a registration on Form S-3 or any similar short-form registration statement S-3, and any related qualification or compliance with respect to all or a part of the Registrable Securities held owned by such Holder or Holders, the Corporation Company will: (a) as promptly as practicable, but in any event within five (5) days of the receipt of such request, give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and (b) use its best efforts to, as expeditiously soon as possiblepracticable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 10 ten (10) days after receipt of such written notice from the CorporationCompany; provided, however, that the Corporation Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 4: 1.11: (i1) if Form S-3 is not available for such offering by the Holders; ; (ii2) if the Holders, together with the holders of any other securities of the Corporation Company entitled to inclusion in such registrationForm S-3, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of underwriting discounts and commissions) of less than $5,000,000; 1,000,000; (iii3) if within 30 the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the reasonable, 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-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) days of after receipt of a written the request from any of the Holder or Holders under this Section 1.11; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; (4) if the Company has, in the twelve (12) month period preceding the date of such request, already effected two registrations pursuant to this Section 41.11; or (5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Corporation gives notice Company shall file a registration statement covering the Registrable Securities and other securities so requested to such be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to this Section 1.11, including, without limitation, all registration, filing, qualification, printer’s and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, shall be borne by the Company. Registrations effected pursuant to this Section 1.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively. (d) The Company shall not be required to effect a Demand Registration on Form S-3 unless at least 10% of the Corporation's bona fide intention then outstanding Registrable Securities shall be included in such registration (with a minimum aggregate offering price to make the public of $1,000,000). (e) If the Holders initiating a public offering within 90 days; providedregistration pursuant to this Section 1.11 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 made pursuant to this Section 1.11 and the Company shall include such information in the written notice referred to in subsection 1.11(a). The underwriter will be selected by the Company and shall be approved by a majority in interest of the Holders of the Preferred Stock, which approval shall not be unreasonably withheld or delayed. In such event, the right of any Holder to include such Holder’s 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. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.11, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated (i) first, among all Investors requesting registration hereunder, including the Corporation may only give Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company which the Investors are requesting to be included in such notice once in any 12-month period registration, and (ii) second, to the CorporationCompany and any other persons entitled to inclusion in such registration; provided, however, that the number of shares of Registrable Securities to be included by the Holders in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.

Form S-3 Registrations. In case the Corporation Company shall receive a written request from any Holder or Holders of Registrable Securities a written request or requests that the Corporation Company effect a registration on Form S-3 or any similar short-form registration statement S-3, and any related qualification or compliance with respect to all or a part of the Registrable Securities held owned by such Holder or Holders, the Corporation Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and (b) use its best efforts to, as expeditiously soon as possiblepracticable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 10 fifteen (15) days after receipt of such written notice from the CorporationCompany; provided, however, that the Corporation Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 4: 1.11: (i1) if Form S-3 is not available for such offering by the Holders; ; (ii2) if the Holders, together with the holders of any other securities of the Corporation Company entitled to inclusion in such registrationForm S-3, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000; 1,000,000; (iii3) if within 30 the Company shall furnish to the Holders a certificate signed by the chief executive officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) days of after receipt of a written the request from any of the Holder or Holders under this Section 1.11; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; or (4) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such thirty (30) day period other than an Excluded Registration. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to this Section 41.11, including, without limitation, all registration, filing, qualification, printer’s and accounting fees and the Corporation gives notice to such reasonable fees and disbursements of counsel for the selling Holder or Holders not to exceed $25,000 and counsel for the Company, shall be borne by the Company. Registrations effected pursuant to this Section 1.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or Section 1.3, respectively. (d) If the Holders initiating a registration pursuant to this Section 1.11 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 made pursuant to this Section 1.11 and the Company shall include such information in the written notice referred to in Section 1.11(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Corporation's bona fide intention Initiating Holders. In such event, the right of any Holder to make include such Holder’s 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 public offering within 90 daysmajority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.11, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated (i) first, among all Investors requesting registration hereunder, including the Initiating Holders, in proportion (as nearly as practicable) to the number of shares of Registrable Securities of the Company held by such Investors at the time of such demand for registration, (ii) second, to Lending Institutions who have requested inclusion in such registration pursuant to Section 1.3 in proportion to the Registrable Securities which such Lending Institutions request to be included in such registration, (iii) third, to Key Holders who have requested inclusion in such registration pursuant to Section 1.3 in proportion to the Key Holder Registrable Securities held by such Key Holders at the time of such demand for registration, and (iv) fourth, to the Company and any other persons entitled to inclusion in such registration; provided, however, that (i) the Corporation may only give number of shares of Registrable Securities to be included by the Investors in such notice once in any 12-month period and (ii) underwriting shall not be reduced unless all other securities are first entirely excluded from the Corporationunderwriting.

Form S-3 Registrations. In case the Corporation event that the Company shall receive from any Holder or the Holders of at least ten percent (10%) of the Registrable Securities then outstanding a written request or requests that the Corporation Company effect a registration on Form S-3 or any similar short-form registration statement S-3, and any related qualification or compliance with respect to all or a part of the Registrable Securities held owned by such Holder or Holders, the Corporation Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and (b) use its commercially reasonable efforts to, as expeditiously soon as possiblepracticable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 10 fifteen (15) days after receipt of such written notice from the CorporationCompany; provided, however, that the Corporation Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 41.11: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Corporation Company entitled to inclusion in such registrationForm S-3, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of underwriting discounts and commissions) of less than $5,000,0001,000,000; (iii) if within 30 the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.11 a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is, therefore, essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one-hundred-twenty (120) days of 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 (12) month period; (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a written request from any Holder general consent to service of process in effecting such registration, qualification or compliance; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 41.11; or (vi) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one-hundred-eighty (180) days after the effective date of, any registration statement pertaining to a public offering of securities for the Company’s account; provided, however, that the Company is actively employing its commercially reasonable efforts to cause such registration statement to be effective; further provided, that the Company may not utilize this right more than once in any twelve (12) month period. (c) Subject to the foregoing, the Corporation gives notice Company shall file a registration statement covering the Registrable Securities and other securities so requested to such be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to this Section 1.11, including, without limitation, all registration, filing, qualification, printer’s and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, shall be borne by the Company. Registrations effected pursuant to this Section 1.11 shall not be counted as demands for registration or registrations effected pursuant to Section 1.2 or 1.3, respectively. (d) If the Holders initiating a registration pursuant to this Section 1.11 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 made pursuant to this Section 1.11 and the Company shall include such information in the written notice referred to in Section 1.11(a). The underwriter will be selected by the Company and shall be reasonably acceptable to at least a majority in interest of the Corporation's bona fide intention to make a Initiating Holders, which approval shall not be unreasonably withheld or delayed: provided, however, that if the managing underwriter or underwriters shall be the firm or firms that managed the Company’s most recently completed underwritten public offering within 90 daysof Common Stock, such firm or firms shall be deemed acceptable unless a majority in interest of the Initiating Holders shall object to such firm or firms for reasons related to the ability of such firm or firms to effectively manage the offering. In such event, the right of any Holder to include such Holder’s 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. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.11, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated in the following order of priority: (A) first, the Registrable Securities requested to be included in such registration by Investors, allocated pro rata among the holders thereof on the basis of the total number of shares of Registrable Securities such Holder requested to be included in such registration or in such other proportions as shall mutually be agreed to by such selling Holders; provided(B) second, that (i) the Corporation may only give such notice once in any 12-month period securities requested to be included therein by the Company; and (iiC) the Corporationthird, among persons not contractually entitled to registration rights under this Agreement.

Form S-3 Registrations. In case If the Corporation shall receive Company receives from any Holder or Holders of Registrable Securities a written request or requests that the Corporation Company effect a the registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to under the Securities Act of all or a part of the Registrable Securities held owned by such Holder or HoldersHolders by the filing with the SEC of a registration statement on Form S-3 covering such Registrable Securities, the Corporation Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders of Registrable Securities; and (b) as expeditiously soon as possiblepracticable, effect such registration and and, in connection therewith, make all such related qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 10 15 days after receipt of such written notice from the CorporationCompany; provided, however, that the Corporation Company shall not be obligated to effect any such registration, qualification qualification, or compliance pursuant to this Section 4: 8.3: (i) if Form S-3 under the Securities Act is not available for such offering by the Holders; , (ii) if the Holders, together with the holders of any other securities of the Corporation Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000; 500,000, (iii) if within 30 the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its shareholders for such registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days of after receipt of a written the request from any of the Holder or Holders pursuant to under this Section 48.3, (iv) in a given six-month period, the Corporation gives notice to Company has effected one such Holder registration during such period, (v) the registration request occurs within six months following the effective date of a registration initiated by the Company, or Holders (vi) if one of the Corporationfollowing has not occurred at the time of such request: (a) three years have elapsed since the effective date of this Agreement, (b) no other investor has exercised its right to demand registration, or (c) 180 days have not elapsed since the closing of the Company's bona fide intention initial public offering. (c) Subject to make the foregoing, the Company shall file a public offering within 90 days; provided, that (i) Form S-3 registration statement covering the Corporation may only give such notice once in any 12-month period Registrable Securities and (ii) other securities so requested to be registered as soon as practicable after receipt of the Corporationrequest or requests of the Holders.

Form S-3 Registrations. In case the Corporation shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Corporation effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities held by such Holder or Holders, the Corporation will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and (b) as expeditiously as possible, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 10 days after receipt of such written notice from the Corporation; provided, however, that the Corporation shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Corporation entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000; (iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 4, the Corporation gives notice to such Holder or Holders of the Corporation's bona fide intention to make a public offering within 90 days; provided, that (i) the Corporation may only give such notice once in any 12-month period and (ii) the CorporationCorporation may not decline to register shares pursuant to this clause (iii) at any time prior to six (6) months after the date hereof unless the Corporation is effecting such registration in order to refinance the Bridge Loans (as defined in the Commitment Letters (as defined in the Merger Agreement)); (iv) if the Corporation has, within the 90-day period preceding date of such request, effected a Corporation- initiated registration (other than a Special Registration); or (v) in any particular jurisdiction in which the Corporation would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the corporation shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as expeditiously as possible after receipt of the request or requests of the Holders. (d) If requested and if the Corporation is eligible to file such Registration Statement on Form S-3, the Registration Statement filed under this Section 4 shall provide for the sale by the Holders thereof of the Registrable Securities from time to time on a delayed or a continuous basis under Rule 415 under the Securities Act. (e) Registrations effected pursuant to this Section 4 shall not be counted as demands for registration pursuant to Section 2 or registrations by the Corporation pursuant to Section 3; provided, however, that if such registration includes an underwritten offering, it shall constitute a separate "demand" registration for purposes of Section 2(a) and 2(b).

Form S-3 Registrations. In (a) After its IPO, the Corporation shall use its commercially reasonable efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After such qualification, in case the Corporation shall receive from any Holder holder or Holders holders of a Majority of the then outstanding (x) MatlinPatterson Registrable Securities or (y) Family Holdings Registrable Securities, a written request or requests that the Corporation effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities held owned by such Holder holder or Holdersholders, the Corporation willagrees: (ai) except in the case of the First MP Registration, to promptly (and in any event no more than 15 business days following receipt of any such request) give written notice of the proposed registration, registration and any related qualification or compliance, to all the other Holders holders of Registrable Securities; and; (bii) as expeditiously as possible, to effect such a registration and all such qualifications and compliances as may be so requested and compliance as would permit or facilitate the sale and distribution on a continuous basis of all or such portion of such Holder's or Holders' the requesting holders’ Registrable Securities as are specified in such requestrequest plus, together with all or such except in the case of the First MP Registration, any portion of the Registrable Securities of any other Holder or Holders joining holders who join in such request as are specified in a by written request notice to the Corporation given within 10 20 days after receipt of such written notice pursuant to clause (i) from the CorporationCorporation subject to Section 7(a)(i); provided, however, that the Corporation shall not be required to include more than $200 million of Family Holdings Registrable Securities, and $50 million of CPF Registrable Securities and Other Stockholder Registrable Securities; provided, further, that the Corporation shall not be obligated to effect any such registration, qualification qualification, or compliance pursuant to this Section 4: (i) 5 if Form S-3 is not available for such offering . If the number of CPF Registrable Securities and Other Stockholder Registrable Securities requested to be included exceeds the amount that the Corporation is required to include in such registration statement, then the available space in such registration statement shall be allocated pro rata among the holders of such Registrable Securities requesting to be included in the registration on the basis of the total number of Registrable Securities held by their respective holders. (b) Notwithstanding Section 5(a)(ii)(B), the Holders; Corporation agrees that (i)[reserved], (ii) if the Holders, together with the holders of any other securities it did not include in such registration all of the Corporation entitled to inclusion in such registration, propose to sell Family Holdings Registrable Securities and such other securities (if any) requested to be included therein then at an aggregate price to any time when the public amount of Family Holdings Registrable Securities remaining unsold under the registration statement is less than $5,000,000; 135 million, it will promptly file a new or additional registration statement for such additional sales of Family Holdings Registrable Securities as shall then permit sales of at least $200 million of Family Holdings Registrable Securities in the aggregate, and (iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 4, the Corporation gives notice to it did not include in such Holder or Holders registration all of the Corporation's bona fide intention CPF Registrable Securities and Other Stockholder Registrable Securities requested to make be included therein then at any time when the amount of CPF Registrable Securities and Other Stockholder Registrable Securities remaining unsold under the registration statement is less than $10 million, it will promptly file a public offering within 90 days; provided, that (i) new or additional registration statement for such additional sales as shall then permit sales of at least $50 million of CPF Registrable Securities and Other Stockholder Registrable Securities in the Corporation may only give such notice once in any 12-month period and (ii) the Corporationaggregate.

Form S-3 Registrations. In case the Corporation shall receive Company receives from any Holder or the Holders of a majority of the Registrable Securities a written request or requests that the Corporation Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities held owned by such Holder or Holders, the Corporation willCompany must: (a) i. promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other eligible Holders of Registrable Securities; and (b) ii. as expeditiously soon as possiblepracticable, effect such registration file the Registration Statement and all such qualifications and compliances as may be so requested and use commercially reasonable efforts to have the Registration Statement declared effective as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or eligible Holders joining in such request as are specified in a written request given within 10 fifteen days after receipt of such written notice from the Corporation; provided, however, that the Corporation shall Company. The Company will not be obligated to effect any such registration, qualification or compliance pursuant to this Section 42.3: (ia) if Form S-3 is not available for such offering by the Holders; (iib) if the Company furnishes to the Holders a certificate signed by the Chief Executive Officer or Chief Financial Officer 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 shareholders for such Form S-3 registration to be effected at such time, in which event the Company will have the right to defer the filing of the Form S-3 Registration Statement for a period of not more than sixty days after receipt of the request of the Holders under this Section 2.3 provided. The Company may not utilize this right more than once in any twelve month period, and may register any other of its shares during such sixty day period; c) if the Company has, within the nine month period preceding the date of the request, already effected one registration on Form S-3 for the Holders pursuant to this Section 2.3; d) if the Company has already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.3; e) if the Holders, together with the holders of any other securities of the Corporation Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $5,000,000100,000; (iiif) if within 30 days of the Holders would not be entitled to request a Demand Registration under Section 2.1. iii. Subject to the foregoing, the Company must file a Registration Statement covering the Registrable Securities as soon as practicable after receipt of a written the request from any Holder or Holders of the Holders. iv. Each registration demanded pursuant to this Section 4, 2.3 will be deemed to be a Demand Registration for the Corporation gives notice to such Holder or Holders purposes of the Corporation's bona fide intention to make a public offering within 90 days; provided, that (i) the Corporation may only give such notice once in any 12-month period and (ii) the CorporationSection 2.1(c).

Form S-3 Registrations. In case If at any time or from time to time the Corporation Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Corporation Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance Registration with respect to all or a part of the Registrable Securities held owned by such Holder or Holders, then the Corporation Company will: (a) promptly Promptly give written notice of the proposed registrationRegistration and the Holder's or Holders' request therefor, and any related qualification or compliance, to all other registered Holders of Registrable Securities; and. (b) as expeditiously as possibleIn accordance with Section 1.4 hereof, effect such registration and all such qualifications and compliances as may be so requested Registration and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such requestrequests, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 10 20 days after receipt of such written notice from the CorporationCompany; provided, however, that the Corporation Company shall not be obligated to effect any -------- ------- such registrationRegistration, qualification or compliance pursuant to this Section 41.3 if: (i1) if Form S-3 is not available for such offering by the Holdersoffering; (ii2) if the Holders, together with the holders Holders of any other securities of the Corporation entitled to inclusion in such registrationRegistrable Securities, propose to sell Registrable Securities and such other securities (if any) at with an aggregate price to the public of less than $5,000,0002,500,000; (iii3) if within 30 the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Company's Board of Directors, it would be seriously detrimental to the Company and its stockholders for such Registration to be effected at such time, in which event the Company shall have the right, no more than once during any 12-month period, to defer the filing of the Form S-3 registration statement for a period of up to 120 days of after receipt of a written the final request from any Holder or of Holders under this Section 1.3; (4) the Company has, within the nine-month period preceding the date of such request, already effected one Registration on Form S- 3 with respect to Registrable Securities pursuant to this Section 41.3; or (5) Notwithstanding anything else herein contained to the contrary, the Corporation gives company will not be required to qualify to do business in any particular jurisdiction or to execute a general consent to service of process in effecting such Registration, qualification or compliance in an jurisdiction where it would not otherwise be subject to service of process. (c) If the Holders initiating the Registration request under this Section 1.3 ("INITIATING HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 1.3 and the Company shall include such information in the written notice referred to in subsection 1.3(a). In such event, the right of any Holder or to include its Registrable Securities in such Registration shall be conditioned upon such Holder's participation in such underwritten offering 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. A majority in interest of the Initiating Holders shall select an underwriter who shall serve as lead manager of the offering to which the Registration relates and the Company shall select an underwriter which shall serve as co-manager of the offering with the underwriter selected by the Holders. All Holders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting by the Initiating Holders and the Company. Notwithstanding any other provision of this Section 1.3, if such managing underwriters advise the Company in writing that marketing factors require a limitation of the number of securities to be underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be Registered and underwritten pursuant hereto, and the Corporation's bona fide intention number of Registrable Securities that may be included in the underwriting shall be reduced as required by the managing underwriters and allocated among the Holders participating in such Registration in proportion to make a public offering within 90 days; providedthe number of Registrable Securities then outstanding held by each such participating Holder (including the Initiating Holders). Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the Registration. (d) The Holders of Registrable Securities so Registered shall pay all Selling Expenses, and shall pay the proportion of all Registration Expenses incurred in connection with any Registration pursuant to this Section 1.3 that (i) the Corporation may only give aggregate number of Registrable Securities included in such notice once Registration bears to the aggregate number of all securities included in any 12-month period such Registration. Such Selling Expenses and (ii) Registration Expenses shall be paid by all selling Holders in proportion to the Corporationaggregate number of Registrable Securities sold by such selling Holders.

Form S-3 Registrations. In case If the Corporation shall receive Company receives from any Holder or Holders of Registrable Securities a written request or requests that the Corporation Company effect a the registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to under the Securities Act of all or a part of the Registrable Securities held owned by such Holder or HoldersHolders by the filing with the SEC of a registration statement on Form S-3 covering such Registrable Securities, the Corporation Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders of Registrable Securities; and (b) as expeditiously soon as possiblepracticable, effect such registration and and, in connection therewith, make all such related qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 10 15 days after receipt of such written notice from the CorporationCompany; provided, however, that the Corporation Company shall not be obligated to effect any such registration, qualification qualification, or compliance pursuant to this Section 4: 2.3: (i) if Form S-3 under the Securities Act is not available for such offering by the Holders; , (ii) if the Holders, together with the holders of any other securities of the Corporation Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000; 500,000, (iii) if within 30 the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its shareholders for such registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days of after receipt of a written the request from any of the Holder or Holders pursuant to under this Section 42.3, (iv) in a given six-month period, the Corporation gives notice to Company has effected one such Holder registration during such period, (v) the registration request occurs within six months following the effective date of a registration initiated by the Company, or Holders (vi) if one of the Corporationfollowing has not occurred at the time of such request: (a) three years have elapsed since the effective date of this Agreement, (b) no other investor has exercised its right to demand registration, or (c) 180 days have not elapsed since the closing of the Company's bona fide intention initial public offering. (c) Subject to make the foregoing, the Company shall file a public offering within 90 days; provided, that (i) Form S-3 registration statement covering the Corporation may only give such notice once in any 12-month period Registrable Securities and (ii) other securities so requested to be registered as soon as practicable after receipt of the Corporationrequest or requests of the Holders.

Form S-3 Registrations. In case the Corporation shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Corporation effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities held by such Holder or Holders, the Corporation will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and (b) as expeditiously as possible, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 10 days after receipt of such written notice from the Corporation; provided, however, that the Corporation shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Corporation entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000; (iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 4, the Corporation gives notice to such Holder or Holders of the Corporation's bona fide intention to make a public offering within 90 days; provided, that (i) the Corporation may only give such notice once in any 12-month period and (ii) the CorporationCorporation may not decline to register shares pursuant to this clause (iii) at any time prior to six (6) months after the date hereof unless the Corporation is effecting such registration in order to refinance the Bridge Loans (as defined in the Commitment Letters (as defined in the Merger Agreement)); (iv) if the Corporation has, within the 90-day period preceding date of such request, effected a Corporation- initiated registration (other than a Special Registration); or (v) in any particular jurisdiction in which the Corporation would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Corporation shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as expeditiously as possible after receipt of the request or requests of the Holders. (d) If requested and if the Corporation is eligible to file such Registration Statement on Form S-3, the Registration Statement filed under this Section 4 shall provide for the sale by the Holders thereof of the Registrable Securities from time to time on a delayed or a continuous basis under Rule 415 under the Securities Act. (e) Registrations effected pursuant to this Section 4 shall not be counted as demands for registration pursuant to Section 2 or registrations by the Corporation pursuant to Section 3; provided, however, that if such registration includes an underwritten offering, it shall constitute a separate "demand" registration for purposes of Section 2(a) and 2(b).

Form S-3 Registrations. In case the Corporation Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Corporation Company effect a the registration on Form S-3 or any similar short-form registration statement under the Securities Act, and any related qualification or compliance with respect to to, all or a part of the Registrable Securities held owned by such Holder or HoldersHolders by the filing with the SEC of a registration statement on Form S-3 covering such Registrable Securities, the Corporation Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and (b) as expeditiously soon as possiblepracticable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 10 fifteen (15) days after receipt of such written notice from the CorporationCompany; provided, however, that the Corporation Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 4: 7.3: (i) if Form S-3 under the Securities Act is not available for such offering by the Holders; , (ii) if the Holders, together with the holders of any other securities of the Corporation Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000; 500,000, (iii) if within 30 the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its shareholders for such registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days of after receipt of a written the request from any of the Holder or Holders under this Section 7.3, (iv) if the Company has already effected two (2) registrations for the Holders pursuant to this Section 47.3, or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Corporation gives notice Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to such Holder or Holders be registered as soon as practicable after receipt of the Corporation's bona fide intention to make a public offering within 90 days; provided, that (i) request or requests of the Corporation may only give such notice once in any 12-month period and (ii) the CorporationHolders.

Form S-3 Registrations. In case If at any time or from time to time the Corporation Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Corporation Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance Registration with respect to all or a part of the Registrable Securities held owned by such Holder or Holders, then the Corporation Company will: (a) promptly Promptly give written notice of the proposed registrationRegistration and the Holder's or Holders' request therefor, and any related qualification or compliance, to all other registered Holders of Registrable Securities; and. (b) as expeditiously as possibleIn accordance with Section 1.4 hereof, effect such registration and all such qualifications and compliances as may be so requested Registration and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such requestrequests, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 10 20 days after receipt of such written notice from the CorporationCompany; provided, however, that the Corporation Company shall not be obligated to effect any such registrationRegistration, qualification or compliance pursuant to this Section 41.3 if: (i1) if Form S-3 is not available for such offering by the Holdersoffering; (ii2) if the Holders, together with the holders Holders of any other securities of the Corporation entitled to inclusion in such registrationRegistrable Securities, propose to sell Registrable Securities and such other securities (if any) at with an aggregate price to the public of less than $5,000,0002,500,000; (iii3) if within 30 the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Company's Board of Directors, it would be seriously detrimental to the Company and its stockholders for such Registration to be effected at such time, in which event the Company shall have the right, no more than once during any 12-month period, to defer the filing of the Form S-3 registration statement for a period of up to 120 days of after receipt of a written the final request from any Holder or of Holders under this Section 1.3; (4) the Company has, within the nine-month period preceding the date of such request, already effected one Registration on Form S-3 with respect to Registrable Securities pursuant to this Section 41.3; or (5) Notwithstanding anything else herein contained to the contrary, the Corporation gives notice company will not be required to such Holder or Holders of the Corporation's bona fide intention qualify to make a public offering within 90 days; provided, that (i) the Corporation may only give such notice once do business in any 12-month period particular jurisdiction or to execute a general consent to service of process in effecting such Registration, qualification or compliance in an jurisdiction where it would not otherwise be subject to service of process. (c) If the Holders initiating the Registration request under this Section 1.3 ("INITIATING HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 1.3 and (ii) the CorporationCompany shall include such information in the written notice referred to in subsection 1.3(a). In such event, the right