Common use of Form S-3 Registrations Clause in Contracts

Form S-3 Registrations. In addition to the registration rights ---------------------- provided in Sections 6.01 and 6.02 above, if at any time the Company is eligible ------------- ---- to use Form S-3 (or any successor form) for registration of secondary sales of Registrable Securities, any Holder may request in writing that the Company register shares of Registrable Securities on such form. Upon receipt of such request, the Company will promptly notify all Holders in writing of the receipt of such request, and each such Holder may elect (by written notice sent to the Company within thirty (30) days of receipt of the Company's notice) to have its Registrable Securities included in such registration pursuant to this Section ------- 6.03. Thereupon, the Company will, as soon as practicable, use its commercially ---- reasonable best efforts to effect the registration on Form S-3 of all Registrable Securities that the Company has so been requested to register by such Holder for sale. The Company will use its commercially reasonable best efforts to qualify and maintain its qualification for eligibility to use Form S-3 for such purposes. Notwithstanding the foregoing, the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 6.03 (i) if Form S-3 is not available for such offering by the ------------ Holders, or (ii) if the Holders, together with the holders of any other securities of the 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 one million dollars ($1,000,000), or (iii) if, within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 6.03, the Company gives notice to such Holder ------------ or Holders of the Company's intention to make a public offering with respect to which such Holder will have incidental registration rights pursuant to Section ------- 6.02 within ninety (90) days, or (iv) if the Company shall furnish to the ---- Holders a certificate signed by the Chairman of the Board of Directors stating that in good faith judgment of the Board of Directors, 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 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 after receipt of the request of the Holder or Holders under this Section 6.03, or (v) if the Company has, already effected ------------ three (3) registrations on Form S-3 for the Holders pursuant to this Section ------- 6.03. ----

Form S-3 Registrations. In addition to the registration rights ---------------------- provided in Sections 6.01 and 6.02 above, if at any time If the Company is eligible ------------- ---- to use Form S-3 (shall receive from the Holders of a majority of the Registrable Shares a written request or any successor form) for registration of secondary sales of Registrable Securities, any Holder may request in writing requests that the Company register shares of Registrable Securities on such form. Upon receipt of such request, the Company will promptly notify all Holders in writing of the receipt of such request, and each such Holder may elect (by written notice sent to the Company within thirty (30) days of receipt of the Company's notice) to have its Registrable Securities included in such registration pursuant to this Section ------- 6.03. Thereupon, the Company will, as soon as practicable, use its commercially ---- reasonable best efforts to effect the a registration on Form S-3 and any related qualification or compliance with respect to all or a part of all the Registrable Securities that the Company has so been requested to register Shares owned by such Holder for sale. The or Holders (which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of and the Holders thereof and (ii) subject to the Maximum Resale Limitations set forth below, state the intended method of disposition of such Registrable Shares), the Company will shall, within a date which shall be not later than ninety (90) days following the date of such written request, (A) use its commercially reasonable best efforts to qualify and maintain its qualification for eligibility to use make the initial filing of the Form S-3 Registration Statement, notify all Holders of the filing of such Registration Statement no later than ten (10) days after such filing, (B) use its commercially reasonable efforts to cause such Form S-3 Registration Statement covering the Registrable Shares of all Holders to be declared effective no later than the Form S-3 Registration Effectiveness Date and (C) use its commercially reasonable efforts to keep such Form S-3 Registration Statement effective for a period of twenty-four (24) months or for such purposes. Notwithstanding shorter period ending on the foregoingearlier to occur of (x) the sale of all Registrable Shares and (y) the availability of Rule 144 for all Holders to sell all of the Registrable Shares without volume limitations within a 90 day period (for purposes of an S-3 registration under this Section 3(c), the “Effectiveness Period”); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 6.03 (i) if Form S-3 is not available for such offering by the ------------ HoldersSection, or (ii) if keep such registration effective pursuant to the Holdersterms hereunder, together with the holders of in any other securities of particular jurisdiction in which the Company entitled would be required to inclusion qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000), qualification or (iii) if, within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 6.03, the Company gives notice to such Holder ------------ or Holders of the Company's intention to make a public offering with respect to which such Holder will have incidental registration rights pursuant to Section ------- 6.02 within ninety (90) days, or (iv) if the Company shall furnish to the ---- Holders a certificate signed by the Chairman of the Board of Directors stating that in good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its shareholders for such Form S-3 registration to be effected at such timecompliance, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of each case where it has not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 6.03, or (v) if the Company has, already effected ------------ three (3) registrations on Form S-3 for the Holders pursuant to this Section ------- 6.03. ----done so.

Form S-3 Registrations. (a) In addition case the Issuer shall receive a ---------------------- written request from Xxxxxxx that the Issuer effect a registration on Form S-3 with respect to the registration rights ---------------------- provided in Sections 6.01 and 6.02 above, if at any time the Company is eligible ------------- ---- to use Form S-3 (Registrable Stock owned by Xxxxxxx or any successor form) for registration of secondary sales of Registrable Securities, any Holder may request in writing that the Company register shares of Registrable Securities on such form. Upon receipt of such requesthis Permitted Transferees, the Company will promptly notify all Holders in writing of the receipt of such request, and each such Holder may elect (by written notice sent to the Company within thirty (30) days of receipt of the Company's notice) to have its Registrable Securities included in such registration pursuant to this Section ------- 6.03. Thereupon, the Company Issuer will, as soon as practicable, use its commercially ---- reasonable best efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the registration on Form S-3 sale and distribution of all or such portion of Xxxxxxx'x Registrable Securities Stock as is specified in such request, together with all or such portion of the Registrable Stock of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of written notice from the Issuer; provided, that the Company has so been requested to register by such Holder for sale. The Company will use its commercially reasonable best efforts to qualify and maintain its qualification for eligibility to use Form S-3 for such purposes. Notwithstanding the foregoing, the Company Issuer shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 6.03 5.10: (i) if Form S-3 is not available for such offering by the ------------ Holders, or offering; (ii) if the HoldersXxxxxxx or his Permitted Transferees, together with the holders of any other securities of the Company entitled to inclusion in such registrationcollectively, propose to sell Registrable Securities and such other securities (if any) Stock at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars Five Million Dollars ($1,000,0005,000,000), or ; (iii) if, within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 6.03, the Company gives notice to such Holder ------------ or Holders of the Company's intention to make a public offering with respect to which such Holder will have incidental registration rights pursuant to Section ------- 6.02 within ninety (90) days, or (iv) if the Company Issuer shall furnish to the ---- Holders Xxxxxxx a certificate signed by the Chairman President of the Board of Directors Issuer stating that in the good faith judgment of the Board of DirectorsBoard, it would be seriously detrimental to the Company Issuer and its shareholders for such Form S-3 registration to be effected at such time, in which event the Company Issuer 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) 120 days after receipt of the request of the Holder or Holders Xxxxxxx under this Section 6.035.10; provided, that the Issuer shall not utilize the right set forth in this clause (iii) more than once in any twelve (12) month period; (iv) if the Issuer has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for Xxxxxxx pursuant to this Section 5.10; or (v) if in any particular jurisdiction in which the Company hasIssuer would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, already effected ------------ three qualification or compliance; or (3vi) registrations on Form S-3 for prior to the Holders pursuant to this Section ------- 6.03. ----expiration of the lockup period following the Issuer's Initial Public Offering.

Form S-3 Registrations. In addition to the registration rights ---------------------- provided in Sections 6.01 and 6.02 above, if at any time (a) If the Company is becomes eligible ------------- ---- to use Form S-3 (under the Securities Act or any a comparable successor form) for registration of secondary sales of Registrable Securities, any Holder may request in writing that the Company register shares of Registrable Securities on such form. Upon receipt of such request, the Company will promptly notify all Holders in writing of the receipt of such request, and each such Holder may elect (by written notice sent to the Company within thirty (30) days of receipt of the Company's notice) to have its Registrable Securities included in such registration pursuant to this Section ------- 6.03. Thereupon, the Company will, as soon as practicable, shall use its commercially ---- reasonable best efforts to effect the continue to qualify at all times for registration of its capital stock on Form S-3 of all Registrable Securities that the Company has so been requested to register by or such Holder for salesuccessor form. The Company will use its commercially reasonable best efforts to qualify and maintain its qualification for eligibility to use Form S-3 for In such purposes. Notwithstanding the foregoingevent, the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 6.03 (i) if Form S-3 is not available for such offering by the ------------ Holders, or (ii) if the Holders, together with the holders of any other securities the Fund Registrable Securities or the Executive Registrable Securities, in each case owning at least 25% of the Company entitled to inclusion in such registration, propose to sell Fund Registrable Securities and such other securities (if any) at an aggregate price to or the public of less than one million dollars ($1,000,000)Executive Registrable Securities, or (iii) ifrespectively, within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 6.03, the Company gives notice to such Holder ------------ or Holders of the Company's intention to make a public offering with respect to which such Holder will have incidental registration rights pursuant to Section ------- 6.02 within ninety (90) days, or (iv) if the Company shall furnish to the ---- Holders a certificate signed by the Chairman of the Board of Directors stating that in good faith judgment of the Board of Directors, 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 then outstanding shall have the right right, from time to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the time, to request of the Holder or Holders under this Section 6.03, or (v) if the Company has, already and have effected ------------ up to three (3) registrations of shares of their Registrable Securities on Form S-3 for or such successor form (which request shall specify the Holders amount of such Registrable Securities to be registered), provided that, at the time of such request, each of the holders of the Fund Registrable Securities or the Executive Registrable Securities, as the case may be, own, in the aggregate, not less than 5% of the total outstanding shares of Common Stock. All registrations requested pursuant to this Section ------- 6.034(a) are referred to herein as "S-3 Registrations." A registration will not count as one of the permitted S-3 Registrations until it has become effective. ----If so requested by any holder of Registrable Securities in connection with an S-3 Registration, the Company shall take such steps as are required to register such holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415 and shall take such steps as are required to keep such registration effective until all of such holder's Registrable Securities registered thereunder are sold. S-3 Registrations need not be underwritten unless either the Company (if it includes shares in the S-3 Registration pursuant to Section 4(b) hereof) or the holders of a majority of the Registrable Securities demanding the registration request that it be underwritten.