Common use of Incidental Registrations Clause in Contracts

Incidental Registrations. (a) If the Company at any time proposes to register any of its securities under the Securities Act (other than pursuant to Section 7.1 hereof or Paragraph 7(a) of the Series A Agreement), whether of its own accord or at the demand of any holder of such securities pursuant to an agreement with respect to the registration thereof (provided such agreement does not prohibit third parties from including additional securities in such registration), and if the form of registration statement proposed to be used may be used for the registration of Registerable Common Stock, the Company will give notice to all holders of record of Securities not less than 5 days nor more than 30 days prior to the filing of such registration statement of its intention to proceed with the proposed registration (the "Incidental Registration"), and, upon the written request of any such holder made within 5 days after the receipt of any such notice (which request will specify the Registerable Common Stock intended to be disposed of by such holder and state the intended method of disposition thereof), the Company will use its best efforts to cause all Registerable Common Stock as to which registration has been requested to be registered under the Securities Act, provided that if such registration is in connection with an underwritten public offering, such holder's Registerable Common Stock to be included in such registration shall be offered upon the same terms and conditions as apply to any other securities included in such registration. Notwithstanding anything contained in this Section 7.2 to the contrary, the Company shall have no obligation to cause Registerable Common Stock to be registered with respect to any Investor whose Registerable Common Stock shall be eligible for resale under Rule 144(k) of the Securities Act.

Incidental Registrations. (ai) If the Company at any time proposes to register any of its securities under the Securities Act (other than pursuant to Section 7.1 hereof or Paragraph paragraph 7(a) of the Series A Agreementhereof), whether of its own accord or at the demand of any holder of such securities pursuant to an agreement with respect to the registration thereof (provided such agreement does not prohibit third parties from including additional securities in such registration), and if the form of registration statement proposed to be used may be used for the registration of Registerable Common Stock, the Company will give notice to all holders of record of Securities not less than 5 days nor more than 30 days prior to the filing of such registration statement of its intention to proceed with the proposed registration (the "Incidental Registration"), and, upon the written request of any such holder made within 5 days after the receipt of any such notice (which request will specify the Registerable Common Stock intended to be disposed of by such holder and state the intended method of disposition thereof), the Company will use its best efforts to cause all Registerable Common Stock as to which registration has been requested to be registered under the Securities Act, provided that if such registration is in connection with an underwritten public offering, such holder's Registerable Common Stock to be included in such registration shall be offered upon the same terms and conditions as apply to any other securities included in such registration. Notwithstanding anything contained in this Section 7.2 7(b) to the contrary, the Company shall have no obligation to cause Registerable Common Stock to be registered with respect to any Investor whose Registerable Common Stock shall be eligible for resale under Rule 144(k) of the Securities Act.

Incidental Registrations. (a) If Whenever the Company proposes to file a Registration Statement covering shares of Common Stock (other than a Registration Statement filed (i) pursuant to Section 2.1, 2.3 or 2.4, (ii) in accordance with the requirements of a written agreement entered into prior to the date hereof, (iii) with respect to shares issued by the Company in connection with an acquisition by the Company or any Subsidiary of all or a majority of the equity or assets of any entity, or (iv) with respect to a so-called "private investment, public equity" (a/k/a "PIPE") offering of Company-Offered Securities to which the provisions of Section 3.1 apply, except in any such case to the extent expressly permitted therein) at any time proposes and from time to register any of its securities under the Securities Act (other than pursuant time, it will, prior to Section 7.1 hereof or Paragraph 7(a) of the Series A Agreement)such filing, whether of its own accord or at the demand of any holder of such securities pursuant to an agreement with respect to the registration thereof (provided such agreement does not prohibit third parties from including additional securities in such registration), and if the form of registration statement proposed to be used may be used for the registration of Registerable Common Stock, the Company will give written notice to all holders of record of Securities not less than 5 days nor more than 30 days prior to the filing of such registration statement Series D-1 Investors of its intention to proceed with do so; PROVIDED that no such notice need be given if no Series D-1 Registrable Shares are to be included therein as a result of a written notice from the proposed registration (the "Incidental Registration"managing underwriter pursuant to Section 2.2(b), and, upon . Upon the written request of any such holder made a Series D-1 Investor or Series D-1 Investors given within 5 10 days after the receipt of any Company provides such notice (which request will specify the Registerable Common Stock intended to be disposed of by such holder and shall state the intended method of disposition thereofof such Series D-1 Registrable Shares), the Company will shall use its best all commercially reasonable efforts to cause all Registerable Common Stock as to which registration Series D-1 Registrable Shares that the Company has been requested by such Series D-1 Investor or Series D-1 Investors to register to be registered under the Securities Act, provided that if such registration is in connection with an underwritten public offering, such holder's Registerable Common Stock to be included in such registration shall be offered upon the same terms and conditions as apply to any other securities included in such registration. Notwithstanding anything contained in this Section 7.2 Act to the contrary, extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Series D-1 Investor or Series D-1 Investors; PROVIDED that the Company shall have no the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation upon 10 days' advance written notice to cause Registerable Common Stock the Series D-1 Investors. Upon receipt of such notice, the Series D-1 Investors may elect to be registered exercise their right to demand a registration in accordance with respect to any Investor whose Registerable Common Stock shall be eligible for resale under Rule 144(k) of the Securities ActSection 2.1.

Incidental Registrations. (a) If the Company at any time proposes to register any of its securities under the Securities Act (other than pursuant to Section 7.1 hereof or Paragraph 7(a) of the Series A Agreementhereof), whether of its own accord or at the demand of any holder of such securities pursuant to an agreement with respect to the registration thereof (provided such agreement does not prohibit third parties from including additional securities in such registration), and if the form of registration statement proposed to be used may be used for the registration of Registerable Common Stock, the Company will give notice to all record holders of record of Securities not less than 5 days nor more than 30 days prior to the filing of such registration statement of its intention to proceed with the proposed registration (the "Incidental Registration"), and, upon the written request of any such holder made within 5 days after the receipt of any such notice (which request will specify the Registerable Common Stock intended to be disposed of by such holder and state the intended method of disposition thereof), the Company will use its best efforts to cause all Registerable Common Stock as to which registration has been requested to be registered under the Securities Act, provided that if such registration is in connection with an underwritten public offering, such holder's Registerable Common Stock to be included in such registration shall be offered upon the same terms and conditions as apply to any other securities included in such registration. Notwithstanding anything contained in this Section 7.2 to the contrary, the Company shall have no obligation to cause Registerable Common Stock to be registered with respect to any Investor whose Registerable Common Stock shall be eligible for resale under Rule 144(k) of the Securities Act.

Incidental Registrations. (a) If the Company at any time proposes to register any of its securities under the Securities 1933 Act (other than pursuant to Section 7.1 hereof or Paragraph 7(a12.1(a) of the Series A Agreement)hereof, whether of its own accord or at the demand of any holder of such securities pursuant to an agreement with respect to the registration thereof (provided such agreement does not prohibit third parties from including additional securities in such registration), and if the form of registration statement proposed to be used may be used for the registration of Registerable Common StockConversion Shares (and provided such registration statement in connection with a transaction contemplated by Rule 145(a) under the 1993 Act, or is not on a Form S-4 or S-8), the Company will give notice to all holders of record of Securities the Investor not less than 5 days nor more than 30 60 days prior to the filing of such registration statement of its intention to proceed with the proposed registration (the "Incidental Registration"), and, upon the written request of any such holder the Investor made within 5 days after the receipt of any such notice (which request will specify the Registerable Common Stock Conversion Shares intended to be disposed of by such holder and state the intended method of disposition thereof), the Company will use its reasonable best efforts to cause all Registerable Common Stock Conversion Shares as to which registration has been requested to be registered under the Securities 1933 Act, provided that if such registration is in connection with an underwritten public offering, such holder's Registerable Common Stock the Company may require that the Conversion Shares to be included in such registration shall be offered upon the same terms and conditions as apply to any other securities included in such registration. Notwithstanding anything the foregoing provisions or any other obligation of the Company contained in this Section 7.2 to the contrary12, the Company may withdraw or delay any Registration Statement without incurring any liability to the holder of Conversion Shares. This provision shall have no obligation to cause Registerable expire at such time as Investor may freely sell all Conversion Shares without registration under the 1933 Act and Investor holds Warrants or Conversion Shares which number less than 75,000 shares of Common Stock to be registered with respect to any Investor whose Registerable Common Stock shall be eligible for resale under Rule 144(k) of the Securities ActStock.