Common use of Notice and Registration Clause in Contracts

Notice and Registration. Upon a Registration Notice from a Holder to the Company requesting that the Company effect the registration under the Securities Act of at least 40% of the Registrable Securities or any lesser percentage so long as the anticipated proceeds from such offering exceed $20,000,000, which Registration Notice shall specify the intended method or methods of disposition of such Registrable Securities, the Company shall use its best efforts to effect (at the earliest possible date) the registration under the Securities Act of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such Registration Notice (including, but not limited to, an offering on a delayed or continuous basis pursuant to Rule 415, or any successor rule to similar effect, promulgated under the Securities Act; provided that: (i) a Holder shall have the right to deliver Registration Notices to effect three (3) demand registrations pursuant to this Section 5.1 (each, a "DEMAND") and no more; (ii) a Holder may not deliver a Registration Notice prior to six months following the effective date of the initial registration statement used for a Qualified Public Offering or during any Registration Process; and (iii) if available, a Demand shall be effected by the Company on such Form S-3. In addition to the Demand rights set forth in Section 5.1(a)(i) above, a Holder who holds 5% or more of the Registrable Securities may request the Company to effect a registration on Form S-3, if available; provided that the number of such registrations is limited to two (2) per twelve month period and that the anticipated proceeds from such offering are at least $1,000,000.

Notice and Registration. Upon a Registration Notice from a Holder one or more Holders to the Company requesting that the Company effect the registration under the Securities Act of at least 40% of the Registrable Securities or any lesser percentage so long as the anticipated proceeds from such offering exceed $20,000,000, which Registration Notice shall specify the intended method or methods of disposition of such Registrable Securities, the Company shall use its best efforts to effect (at the earliest possible date) the registration under the Securities Act of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such Registration Notice (including, but not limited to, an offering on a delayed or continuous basis pursuant to Rule 415, or any successor rule to similar effect, promulgated under the Securities Act; provided that: (i) except as provided otherwise in Section 5.1(a)(iii), a Holder shall have the right to deliver Registration Notices to effect three (3) demand registrations pursuant to this Section 5.1 (each, a "DEMAND") and no more; (ii) a Holder may not deliver a Registration Notice prior to six months following the effective date of the initial registration statement used for a Qualified Public Offering or during any Registration Process; and (iii) if available, a Demand shall be effected by the Company on such Form S-3. In addition to the Demand rights set forth in Section 5.1(a)(i) above, a Holder who holds 5% or more of the Registrable Securities may request the Company to effect a registration on Form S-3, if available; provided that the number of such registrations is limited to two (2) per twelve month period and that the anticipated proceeds from such offering are at least $1,000,000.

Notice and Registration. Upon a Registration Notice from a Holder one or more Holders to the Company requesting that the Company effect the registration under the Securities Act of at least 40% of the Registrable Securities or any lesser percentage so long as the anticipated proceeds from such offering exceed $20,000,000, which Registration Notice shall specify the intended method or methods of disposition of such Registrable Securities, the Company shall use its best efforts to effect (at the earliest possible date) the registration under the Securities Act of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such Registration Notice (including, but not limited to, an offering on a delayed or continuous basis pursuant to Rule 415, or any successor rule to similar effect, promulgated under the Securities Act; provided that: (i) except as provided otherwise in Section 5.1(a)(iii), a Holder shall have the right to deliver Registration Notices to effect three (3) demand registrations pursuant to this Section 5.1 (each, a "DEMANDDemand") and no more; (ii) a Holder may not deliver a Registration Notice prior to six months following the effective date of the initial registration statement used for a Qualified Public Offering or during any Registration Process; and (iii) if available, a Demand shall be effected by the Company on such Form S-3. In addition to the Demand rights set forth in Section 5.1(a)(i) above, a Holder who holds 5% or more of the Registrable Securities may request the Company to effect a registration on Form S-3, if available; provided that the number of such registrations is limited to two (2) per twelve month period and that the anticipated proceeds from such offering are at least $1,000,000.

Notice and Registration. Upon a Registration Notice from a ----------------------- Holder to the Company requesting that the Company effect the registration under the Securities Act of at least 4020% of the Registrable Securities or any lesser percentage so long as the anticipated proceeds from such offering exceed $20,000,000, which Registration Notice shall specify the intended method or methods of disposition of such Registrable Securities, the Company shall use its best efforts to effect (at the earliest possible date) the registration under the Securities Act of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such Registration Notice (including, but not limited to, an offering on a delayed or continuous basis pursuant to Rule 415, or any successor rule to similar effect, promulgated under the Securities Act); provided that:: -------- (i) a Holder shall have the right to deliver Registration Notices to effect three (3) demand registrations pursuant to this Section 5.1 (each, a "DEMAND") and no more; (iib) a Holder may not deliver a Registration Notice prior to six months following the effective date of the initial registration statement used for a Qualified Public Offering an IPO or during any Registration Process; and (iiic) if available, a Demand shall be effected by the Company on such Form S-3. In addition to the Demand rights set forth in Section 5.1(a)(i6.2.1.(a) above, a Holder who holds 525% or more of the Registrable Securities may request the Company to effect a registration on Form S-3, if available; provided that the number of such registrations is -------- limited to two (2) per twelve month period and that the anticipated proceeds from such offering are at least $1,000,000.