Registration on Form S. 3 ------------------------
(a) After the effective date of the Company's initial public offering (the "Offering Effective Date"), the Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, the Holder of Registrable Securities shall have the right, at any time on or after the first anniversary of the Offering Effective Date, to request registrations on Form S-3 (such request shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder); provided, however, that the Company shall not be -------- ------- obligated to effect any such registration if (i) the Holder, 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) on Form S-3 at an aggregate price to the public of less than $500,000; (ii) in a given twelve-month period, the Company has effected two (2) such registrations, (iii) it is to be effected more than ten (10) years after the Offering Effective Date; or (iv) the Company shall have furnished to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it has, therefore, determined to defer the filing of such registration statement, in which case the Company shall have the right to defer such filing for a period of not more than one hundred eighty (180) days after receipt of the request of the Holder; provided, that the Company shall not defer -------- its obligation in this manner more than once in any twelve-month period.
(b) The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.3:
(i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ii) After the Company has initiated ten (10) such registrations for the Holder pursuant to this Section 1.3 (counting for these purp...
Registration on Form S. 8. Parent agrees to cause the shares of Parent Common Stock issuable upon exercise of the Substitute Options and all other options assumed by Parent or issued by Parent in replacement of the Company Options to be covered by a Form S-8 Registration Statement filed with the SEC within 30 days of the Effective Time. Parent further agrees to cause the shares of Parent Common Stock issuable upon exercise of the Substitute Options to be registered or exempt from the registration requirements of all applicable state securities laws, rules and regulations.
Registration on Form S. 2 or Form S-3. The Company shall use its best efforts to qualify for registration on Form S-2 and Form S-3 or any comparable or successor form or forms; and to that end the Company shall register (whether or not required by law to do so) the Common Stock under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in accordance with the provisions of the Exchange Act following the effective date of the first registration of any securities of the Company on Form S-1 or Form S-18 or any comparable or successor form or forms. After the Company has qualified for the use of either Form S-2 or Form S-3 or both, in addition to the rights contained in the foregoing provisions of this Agreement, the Holders of not less than 20% of the then outstanding Registrable Securities, having a value of not less than $500,000, shall have unlimited rights to request from time to time registrations on Form S-2 or Form S-3 (such requests shall be in writing, shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders and shall be at the Company's sole expense).
Registration on Form S. 2 or S-3. In addition to the rights set forth above, if the Holder(s) holding at least 25% of the Registrable Securities request in writing that the Company file a registration statement on Form S-2 or S-3 (or any successors thereto) ("FOLLOW-ON REGISTRATIONS") for a public offering of shares of Registrable Securities the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and the Company is entitled to use Form S-2 or S-3 to register securities for such an offering, the Company shall use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act). The Company will promptly give written notice of the request for the proposed registration to all other Holders and include all Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 30 days after receipt of such written notice from the Company. The written request of a Holder may specify that all or part of such Holder's Registrable Securities will be included in such registration. If the Follow-On Registration is for an underwritten offering, the provisions of Section 5(b) shall apply to such registration. Notwithstanding the foregoing, the Company shall not be required to effect more than one follow-on Registration in any 12-month period.
Registration on Form S. 3 ------------------------
Registration on Form S. 8. In addition, Excite shall use its best efforts to cause the shares of Excite Common Stock that are issuable upon exercise of the Assumed Options to be registered under the Securities Act on Form S-8 ("FORM S-8") within thirty (30) days of the Closing. Classifieds2000 will reasonably cooperate with Excite to the best of Classifieds2000's ability in the preparation of the Form S-8.
Registration on Form S. 1 or S-3. As promptly as reasonably practicable after the date hereof, but in any event not later than 180 days after the Closing Date (the "REGISTRATION FILING DATE"), the Company shall file with the Commission a shelf registration statement on Form S-1 or, if the Company is eligible to use such form, Form S-3 relating to the resale by the Holders of all of the Registrable Securities; provided, however, that the Company shall not be obligated to effect any such registration, qualification, or compliance pursuant to this Section 3(a), or keep such registration effective pursuant to Section 4: (i) in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities or blue sky laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done so; or (ii) during any Blackout Period, in which case the Registration Filing Date shall be extended to the date immediately following the last day of such Blackout Period.
Registration on Form S. 3 Expenses of Registration
Registration on Form S. 3 At any time following an IPO, any Holder of Registrable Securities (the "INITIATING FORM S-3 HOLDER") may request that Horizon file a registration statement under the Securities Act on Form S-3 (or similar or successor form) covering the sale or other distribution of all or any portion of the Registrable Securities held by such Initiating Form S-3 Holder pursuant to Rule 415 under the Securities Act ("FORM S-3 DEMAND"), if (i) the reasonably anticipated aggregate gross proceeds would equal or exceed $2,000,000, and (ii) Horizon is a registrant qualified to use Form S-3 (or any similar or successor form) to register such Registrable Securities. If such conditions are met, Horizon shall use its best efforts to register under the Securities Act on Form S-3 (or any similar or successor form) at the earliest practicable date, for sale in accordance with the method of disposition specified in the Form S-3 Demand, the number of Registrable Securities specified in such Form S-3 Demand. Notwithstanding the foregoing, if Horizon shall furnish to the Initiating Form S-3 Holders a certificate signed by the Chief Executive Officer and Chief Financial Officer of Horizon stating that a Valid Business Reason exists, Horizon shall have the right to defer taking action with respect to such filing for a period of sixty (60) days after receipt of the Form S-3 Demand. Notwithstanding the foregoing, Horizon shall not be obligated to file more than one Form S-3 pursuant to this Article III in any given six month period.
Registration on Form S. 3. After the initial public offering of the Company's Common Stock pursuant to a registration statement filed with and declared effective by the Commission under the Act (the "Initial Public Registration"), the Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 2, upon initiation of holders of 20% of the outstanding shares of the Company's Preferred Stock ("Preferred Stock"), the Stockholders shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of Shares to be disposed of and the intended methods of disposition of such Shares by such holder or holders); provided, however, that the Company shall not be obligated to effect any such registration (i) if a Form S-3 registration is unavailable; (ii) if the Stockholders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Shares (if any) on Form S-3 at an aggregate price to the public of less than $500,000; (iii) if there has been more than two registrations by the Company on Form S-3 in the previous 12-month period; (iv) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; or (v) if the Board of Directors of the Company determines that such Form S-3 registration would be seriously detrimental to the Company, in which case such registration may be delayed for a period not to exceed 60 days.
