Common use of Registration on Form S-3 Clause in Contracts

Registration on Form S-3. (a) If any Holder or Holders hold Registrable Securities equal or convertible in the aggregate to not less than 2% of the then outstanding Common Stock request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and the Company is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 1.7 in any six (6) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7.

Registration on Form S-3. (a) If any Holder or Holders hold Registrable Securities equal or convertible in the aggregate to not less than 2% of the then outstanding Common Stock request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate offering price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and the Company is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such the Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 1.7 2.6 in any six (6) month period. The Company shall inform other Holders period or in excess of the proposed registration and offer them the opportunity to participatethree registrations under this Section 2.6. The substantive provisions of Section 1.5(b2.4(b) shall be applicable to each registration initiated under this Section 1.72.6.

Registration on Form S-3. (ai) If any Holder or Holders hold of at least one percent (1%) of Registrable Securities equal or convertible in the aggregate to not less than 2% of the then outstanding Common Stock request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) ), or any similar short form registration statement, for a public offering of shares of the Registrable Securities Securities, the reasonably anticipated aggregate price to the public of which, which net of underwriting discounts and commissions, would exceed $1,000,000, 1,000,000 and the Company is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered on such form for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such the Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration five (5) registrations (which have been declared effective and pursuant to which all securities registered thereunder have been sold) pursuant to this Section 1.7 4(c) or more than one such registration in any six (6) month period. The After the Company’s first public offering of its securities, the Company shall inform other Holders of the proposed will use its best efforts to qualify for Form S-3 registration and offer them the opportunity to participateor a similar short-form registration. The substantive provisions of Section 1.5(b4(a)(ii) shall be applicable to each registration initiated under this Section 1.74(c).

Registration on Form S-3. (a) If any Holder or Holders hold Registrable Securities equal or convertible holding in the aggregate to not less than 2% ten percent of the then outstanding Common Stock Registrable Securities, or if any Series C Holder or Holders holding in the aggregate not less than ten percent of the then outstanding Series C Shares which are Registrable Securities, request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, which would exceed $1,000,000500,000, and the Company is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such the Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 1.7 1.4(a) in any six (6) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. The substantive provisions of Section 1.5(b1.2(c) shall be applicable to each registration initiated under this Section 1.71.4(a).

Registration on Form S-3. (a) If any Holder or Holders hold Registrable Securities equal or convertible holding in the aggregate to not less than 230% of the then outstanding Common Stock Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and the Company is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register the Registrable Securities for such an offering), the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such the Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 1.7 8.7 in any six (6) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. The substantive provisions of Section 1.5(b8.5(b) (including those provisions with respect to the rights of holders of Other Registrable Securities) shall be applicable to each registration initiated under this Section 1.78.7.

Registration on Form S-3. (a) If any Holder or Holders hold Registrable Securities equal or convertible holding in the aggregate to not less than 2% twenty-five percent (25%) of the then outstanding Common Stock issued or issuable Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably reasonable anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000500,000, and the Company is a registrant then entitled to use Form S-3 (or any successor form to Form S-3) under applicable Commission rules to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such the Holder or Holders may reasonably request; provided, -------- however, that the Company shall not be required to effect more than one ------- registration pursuant to this Section 1.7 9.2 in any six (6) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. The substantive provisions of Section 1.5(b) 9.5 shall be applicable to each registration initiated under this Section 1.79.2.

Registration on Form S-3. (a) If any Any Holder or Holders hold Registrable Securities equal or convertible in (other than the aggregate to not less than 2% of the then outstanding Common Stock Founders) may request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and the Company is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration two registrations pursuant to this Section 1.7 2.6 in any six twelve (612) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. The substantive provisions of Section 1.5(b2.4(b) shall be applicable to each registration initiated under this Section 1.72.6.

Registration on Form S-3. (a) If any Holder or Holders hold Registrable Securities equal or convertible holding in the aggregate to not less than 215% of the then aggregate number of shares of outstanding Preferred and Common Stock issued upon the conversion of the Preferred request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000500,000, and the Company is a registrant then entitled to use Form S-3 (or any successor form to Form S-3) under applicable Commission rules to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such the Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 1.7 6.3 in any six (6) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. The substantive provisions of Section 1.5(b) 6.5 shall be applicable to each registration initiated under this Section 1.76.2.

Registration on Form S-3. (a) If any Holder or Holders hold Registrable Securities equal or convertible in the aggregate to not less than 2% of the then outstanding Common Stock request Shareholder requests that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $One Million U.S. Dollars (US$1,000,000), and the Company is a registrant then entitled to use Form S-3 (or any successor form to Form S-3) under applicable Commission rules to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such Holder or Holders the Shareholder may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 1.7 1.6 in any six twelve (612) month period. The Company shall inform other Holders period or in the excess of the proposed registration and offer them the opportunity to participatetwo (2) registrations under this Section 1.6. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.71.6.

Registration on Form S-3. (ai) If any Holder or Holders hold Registrable Securities equal or convertible in the aggregate to of not less than 2% thirty percent (30%) of the then outstanding Common Stock Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of the shares of the Registrable Securities Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, which would equal or exceed Five Hundred Thousand dollars ($1,000,000500,000), and the Company is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 1.7 5(c) in any six twelve (612) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. The In the event the registration is proposed to be part of a firm commitment underwritten public offering, the substantive provisions of Section 1.5(b5(a)(ii) shall be applicable to each such registration initiated under this Section 1.75(c).

Registration on Form S-3. (a) If any Holder or Holders hold Registrable Securities equal or convertible in the aggregate to not less than 2of at least 20% of the then then-outstanding Common Stock Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate offering price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000250,000, and the Company is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register the Registrable Securities for such an offering, the Company shall give prompt written notice of such proposed registration to all Holders and shall use its best efforts to cause such the Registrable Securities, and any other Registrable Securities held by others who so notify the Company in writing within twenty (20) days after mailing of such written notice by the Company that they wish to participate, to be registered for the offering on such form and to cause such the Registrable Securities to be qualified in such jurisdictions as such the Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 1.7 2.3 in any six (6) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. The substantive provisions of Section 1.5(b2.1(b) shall be applicable to each registration initiated under this Section 1.72.3.

Registration on Form S-3. (a) If any Holder or Holders hold Registrable Securities equal or convertible in the aggregate to not less than 21% of the then outstanding Common Stock request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and the Company is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration two (2) registrations pursuant to this Section 1.7 2.7 in any six twelve (612) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. The substantive provisions of Section 1.5(b2.5(a)(2) and 2.5(b)(2) shall be applicable to each registration initiated under this Section 1.72.7.

Registration on Form S-3. (a) If any Holder or Holders hold Registrable Securities equal or convertible in the aggregate to not less than 2% of the then outstanding Common Stock request that the Company Corporation file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and the Company Corporation is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register the Registrable Securities for such an offering, the Company Corporation shall use its reasonable best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such the Holder or Holders may reasonably request; provided, however, that the Company Corporation shall not be required to effect more than one registration two (2) registrations pursuant to this Section 1.7 7 in any six twelve (612) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. The substantive provisions of Section 1.5(b) 5 shall be applicable to each registration initiated under this Section 1.77.

Registration on Form S-3. (a) If any Holder or Holders hold Registrable Securities equal or convertible in the aggregate to not less than 2% of the then outstanding Common Stock request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,0005,000,000, and the Company is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such the Holder or Holders may reasonably request; provided, however, that the Company -------- ------- shall not be required to effect more than one (1) registration pursuant to this Section 1.7 1.4 in any six twelve (612) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. The substantive provisions of Section 1.5(b1.2(b) shall be applicable to each registration initiated under this Section 1.71.4.

Registration on Form S-3. (a) If any Holder or Holders hold Registrable Securities equal or convertible who in the aggregate to hold not less than 2% twenty percent (20%) of the then outstanding Common Stock Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, which would equal or exceed five hundred thousand dollars ($1,000,000500,000), and the Company is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such Holder or Holders may reasonably request; provided, however, that the Company shall not be -------- ------- required to effect more than one registration two (2) registrations pursuant to this Section 1.7 5.3 in any six twelve (612) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. The In the event the registration is proposed to be part of a firm commitment underwritten public offering, the substantive provisions of Section 1.5(b5.1(b) shall be applicable to each such registration initiated under this Section 1.75.3.

Registration on Form S-3. (a) If any Holder or Holders hold the holders of at least one percent (1%) of the Registrable Securities equal or convertible in the aggregate to not less than 2% of the then outstanding Common Stock or any holder of Series E Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) S-3 or any similar short form registration statement), for a public offering of shares of the Registrable Securities Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, which would equal or exceed $1,000,000, 1,000,000 and the Company is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register the Registrable Securities for such an offeringoffering (or such successor or similar form), the Company shall use its best efforts to cause such Registrable Securities to be registered on such form for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such the Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration three (3) registrations (which have been declared effective) pursuant to this Section 1.7 4.3 or more than one such registration in any six twelve (612) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. The substantive provisions of Section 1.5(b4.1(b) shall be applicable to each registration initiated under this Section 1.74.3.

Registration on Form S-3. (a) If any Holder or Holders who hold Registrable Securities equal or convertible in the aggregate to not less than 21% of the then outstanding Common Stock Ordinary Shares request that the Company file a registration statement on Form S-3 (or any successor or comparable form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $US$1,000,000, and the Company is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 1.7 2.7 in any six twelve (612) month periodperiod pursuant to this Section 2.7. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. The substantive provisions of Section 1.5(b2.5(b) shall be applicable to each registration initiated under this Section 1.72.7.

Registration on Form S-3. (a) If any Holder or Holders hold Registrable Securities equal or convertible holding in the aggregate to not less than 2% one percent (1%) of the then then-outstanding Common Stock Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities Securities, the reasonably anticipated aggregate offering price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and the Company is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such the Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 1.7 2.6 in any six twelve (612) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. The substantive provisions of Section 1.5(b2.4(b) shall be applicable to each registration initiated under this Section 1.72.6.

Registration on Form S-3. (a) If any Holder or Holders hold Registrable Securities equal or convertible holding in the aggregate to not less than 25% of the then then-outstanding Common Stock Registrable Securities request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate offering price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and the Company is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such the Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 1.7 2.6 in any six (6) month period. The Company shall inform other Holders period or in excess of the proposed registration and offer them the opportunity to participatetwo registrations under this Section 2.6. The substantive provisions of Section 1.5(b2.4(b) shall be applicable to each registration initiated under this Section 1.72.6.

Registration on Form S-3. (a) If any Holder or Holders hold Registrable Securities equal or convertible in the aggregate to not less than 2% of the then outstanding Common Stock request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate offering price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and the Company is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such the Holder or Holders may reasonably request; provided, however, that the Company -------- ------- shall not be required to effect more than one registration pursuant to this Section 1.7 2.6 in any six twelve (612) month period. The Company shall inform other Holders period or in excess of the proposed registration and offer them the opportunity to participatetwo registrations under this Section 2.6. The substantive provisions of Section 1.5(b2.4(b) shall be applicable to each registration initiated under this Section 1.72.6.