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

Registration on Form S-3. (a) After its initial public offering, 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 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests 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 Holders or Holders); provided, however, that the Company shall not be obligated to effect any such registration (i) unless 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) on Form S-3 at an aggregate price to the public of at least $1,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), or (iii) in a given twelve-month period, the Company has effected one (1) such registration in such period or (iv) it is it be effected more than five (5) years after the Company’s initial public offering. (b) If a request complying with the requirements of Section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i) and (ii) and Section 1.2(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial public offering, the Company shall use its best commercially reasonable 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 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests 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 Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration (i) unless in the Holderscircumstances described in clauses (A) and (C) of Section 1.2(a), 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 at least $1,000,000, or (ii) in the event that if the Company shall furnish the certification described in paragraph 1.2(a)(ii)(CSection 1.2(b) (but subject to the limitations set forth therein), or (iii) if, in a given twelve-month period, the Company has effected one two (12) such registration registrations in such period or (iv) if it is it to be effected more than five (5) years after the Company’s 's initial public offering. (b) If a request complying with the requirements of Section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i) and (ii) and Section 1.2(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial public offering, 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 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests 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 Holders or Holders); provided, however, that the Company shall not be obligated to effect any such registration (i) unless 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) on Form S-3 at an aggregate price to the public of at least $1,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), or (iii) in a given twelve-month period, the Company has effected one (1) such registration in such period or (iv) it is it be effected more than five (5) years after the Company’s 's initial public offering. (b) If a request complying with the requirements of Section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i) and (ii) and Section 1.2(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial public offering, the Company shall use its best commercially reasonable 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 1, each of the Major Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests 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 Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration (i) unless if the Major 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) on Form S-3 at an aggregate price to the public of at least less than $1,000,000l0,000,000, or (ii) in the event that circumstances described in clauses (A) and (C) of Section 1.2(a); (iii) if the Company shall furnish the certification described in paragraph 1.2(a)(ii)(CSection 1.2(b) (but subject to the limitations set forth therein), or (iiiiv) if, in a given twelve-twelve month period, the Company has effected one two (12) such registration in such period or (iv) it is it be effected more than five (5) years after the Company’s initial public offeringregistrations. (b) If a request complying with the requirements of Section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i) and (ii) and Section 1.2(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) hereof shall apply to such registration.

Registration on Form S-3. (ai) After its initial public offering, ------------------------ 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 1Agreement, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities securities to be disposed of and the intended methods of disposition of such shares by such Holders Holder or Holders); , provided, however, that the Company shall not be obligated -------- ------- to effect any such registration if (i) unless 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) on Form S-3 at an aggregate price to the public of at least less than $1,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), Section 2(b)(ii) (but subject to the limitations set forth therein) or (iii) in a given twelve-month period, after the Company has effected one (1) such registration in any such period or (iv) it is it to be effected more than five (5) years after the Company’s 's initial public offering. (b) If a request complying with the requirements of Section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i) and (ii) and Section 1.2(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial public offering, 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 1, the Holders holders of at least ten percent (10%) of Registrable Securities shall have the right to request registrations on Form S-3 (such requests 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 Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration if (i) unless 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) on Form S-3 at an aggregate price to the public of at least $1,000,000less than 51,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C)1.2(b)(ii) (but subject to the limitations set forth therein, or (iii) in a given twelve-month period, the Company has has, within the twelve (12) month period preceding the date of such request already effected one (1) such registration in such period or (iv) it is it be effected more than five (5) years after two registrations on Form S-3 for the Company’s initial public offeringHolders pursuant to this Section 1.5. (b) If a request complying with the requirements of Section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i1.2(a)(A) and (iiB) and Section 1.2(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial public offering, 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 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests 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 Holders Holder or Holders); provided, however, that the Company shall not be obligated to effect any such registration if (i) unless 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) on Form S-3 at an aggregate price to the public of at least less than One Million Dollars ($1,000,000), or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), Section 1.2(b) (but subject to the limitations set forth therein) or (iii) in a given twelve-month twelve (12)-month period, after the Company has effected one two (12) such registration registrations in any such period or (iv) it is it to be effected more than five (5) years after the Company’s 's initial public offering. (b) If a request complying with the requirements of Section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i) and (ii) and Section 1.2(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial public offering, 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 1, the Holders of Registrable Securities shall have the right to request registrations up to an aggregate of four registrations, but no more than two in any twelve (12) month period, each on Form S-3 (such requests 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 Holders Holder or Holders); , provided, however, that -------- ------- the Company shall not be obligated to effect any such registration (i) unless 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) on Form S-3 at an aggregate price to the public of at least less than $1,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), 1.2(b)(ii) (but subject to the limitations set forth therein) or (iii) in a given twelve-month period, the Company has effected one (1) such registration in such period or (iv) if it is it to be effected more than five (5) years after the Company’s 's initial public offering. (b) If a request complying with the requirements of Section section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i) and (ii) and Section 1.2(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial public offering, 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 registration on Form S-3, in addition to the rights contained in the foregoing provisions of this Section 17, the Series E Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests 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 Holders or Holdersholders) (a "Form S-3 Registration"); provided, however, that the Company shall not be obligated to effect any such registration registration: (i) unless if the Holdersholders of Registrable Securities requesting registration under this Section 7.3(a), 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 at least less than $1,000,000, or 5,000,000; (ii) in the event that circumstances described in Section 7.1(a)(i); (iii) if the Company shall furnish the certification described in paragraph 1.2(a)(ii)(CSection 7.1(a)(vii) (but subject to the limitations set forth therein), or ; (iiiiv) in a given twelve-month period, if the Company has has, within the twelve (12)-month period preceding the date of such request, already effected one (1) such registration in such period Form S-3 Registration; or (ivv) if it is it to be effected more than five (5) years after the Company’s initial public offering's Initial Public Offering. (b) If a request complying with the requirements of Section 1.5(a7.3(a) hereof is delivered to the Company, the provisions Company will give prompt written notice to all holders of Sections 1.2(a)(i) Registrable Securities of its intention to effect a registration on Form S-3 and (ii) and Section 1.2(b) hereof shall apply will include in such registration all Registrable Securities with respect to such registration. If which the registration is Company has received written requests for an underwritten offeringinclusion therein within 30 days after the receipt of the Company's notice, subject to the provisions of Sections 1.2(c) 7.1(a)(vii), 7.1(b), and 1.2(d7.1(c) hereof shall apply to such registrationin the same manner as if the Form S-3 Registration were a Demand Registration.

Registration on Form S-3. (a) After its initial public offeringthe Initial Offering, 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 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests 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 Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration if (i) unless 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) on Form S-3 at an aggregate price to the public of at least less than $1,000,000500,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), 1.2(a)(ii) (but subject to the limitations set forth therein) or (iii) in a given twelve-month period, after the Company has effected one (1) such registration in any such period or (iv) it is it be effected more than five (5) years after the Company’s initial public offeringperiod. (b) If a request complying with the requirements of Section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i) and (ii) and Section 1.2(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial public offering, 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 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests 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 Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration if (i) unless 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) on Form S-3 at an aggregate price to the public of at least less than $1,000,000500,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), 1.2(b)(ii) (but subject to the limitations set forth therein) or (iii) in a given twelve-twelve (12) month period, after the Company has effected one two (12) such registration registrations in any such period or (iv) it is it be effected more than five (5) years after the Company’s initial public offeringperiod. (b) If a request complying with the requirements of Section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i) and (ii) and Section 1.2(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) hereof shall apply to such registration.of

Registration on Form S-3. (a) After its initial public offering, the 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 1, the Holders of Registrable Securities shall have the right to request registrations on of Form S-3 (such requests 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 Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration if (i) unless 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) on Form S-3 at an aggregate price to the public of at least less than $1,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), 1.2(b)(ii) (but subject to the limitations set forth therein) or (iii) in a given twelve-month period, after the Company has effected one (1) such registration in any such period or (iv) it is it to be effected less than six (6) months, or more than five (5) years years, after the Company’s initial public offeringdate of this Agreement. (b) If a request complying with the requirements of Section section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i) and (ii) (including subsections 1.2(a)(ii)(A) through 1.2(a)(ii)(F)) and Section 1.2(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial public offering, the 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 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests 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 Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration if (i) unless 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) on Form S-3 at an aggregate price to the public of at least less than $1,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), 1.2(b)(ii) (but subject to the limitations set forth therein) or (iii) in a given twelve-month period, after the Company has effected one (1) such registration in any such period or (iv) it is it to be effected less than six (6) months, or more than five (5) years years, after the Company’s initial public offeringdate of this Agreement. (b) If a request complying with the requirements of Section section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i) and (ii) (including subsections 1.2(a)(ii)(A) through 1.2(a)(ii)(F)) and Section 1.2(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial public offering, 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 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests 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 Holders Holder or Holders); provided, however, that the Company shall not be obligated to effect any such registration if (i) unless 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) on Form S-3 at an aggregate price to the public of at least less than $1,000,000500,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), 1.2(b)(ii) (but subject to the limitations set forth therein) or (iii) in a given twelve-twelve (12) month period, after the Company has effected one two (12) such registration in any such period or (iv) it is it to be effected more than five seven (57) years after the Company’s initial public offering. (b) If a request complying with the requirements of Section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i) and (ii) and Section 1.2(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial public offering, 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 1, the Holders holders of at least twenty percent (20%) of Registrable Securities shall have the right to request registrations on Form S-3 (such requests 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 Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration if (i) unless 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) on Form S-3 at an aggregate price to the public of at least less than $1,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C1.2(b)(ii) (but subject to the limitations set forth therein), or (iii) in a given twelve-month period, the Company has has, within the six (6) month period preceding the date of such request already effected one (1) such registration in such period or (iv) it is it be effected more than five (5) years after on Form S-3 for the Company’s initial public offeringHolders pursuant to this Section 1.5. (b) If a request complying with the requirements of Section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i) and (ii) and Section 1.2(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial public offering, 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-3S- 3, in addition to the rights contained in the foregoing provisions of this Section 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests 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 Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration if (i) unless 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) on Form S-3 at an aggregate price to the public of at least less than $1,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), 1.2(b)(ii) (but subject to the limitations set forth therein) or (iii) in a given twelve-twelve (12) month period, after the Company has effected one (1) such registration in any such period or (iv) it is it to be effected more than five (5) years after the Company’s 's initial public offering. (b) If a request complying with the requirements of Section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i) and (ii) and Section 1.2(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial public offering, 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 1, the Holders of Registrable Securities shall have the right to request registrations one registration on Form S-3 per annum (such requests 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 Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration if (i) unless 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) on Form S-3 at an aggregate price to the public of at least less than $1,000,0002,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), 1.2(b) (but subject to the limitations set forth therein) or (iii) in a given twelve-month period, after the Company has effected one two (12) such registration in any such period or (iv) it is it be effected more than five (5) years after the Company’s initial public offeringperiod. (b) If a request complying with the requirements of Section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i) and (ii) and Section 1.2(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) hereof shall also apply to such registration.

Registration on Form S-3. (ai) After its initial public offering, the Company The Corporation shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company Corporation has qualified for the use of the Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1Paragraph 8, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests 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 Holders Holder or Holders); , provided, however, that the Company Corporation shall not be obligated to effect any such registration if (iA) unless the Holders, together with the holders of any other securities of the Company Corporation 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 at least less than $1,000,000, or (iiB) in the event that the Company Corporation shall furnish the certification described in paragraph 1.2(a)(ii)(C), Paragraph 8(b)(i)(B) (but subject to the limitations set forth therein) or (iiiC) in a given twelve-month period, the Company Corporation has effected one (1) such registration in such period or (ivD) it is it to be effected more than five (5) years after the Company’s initial public offeringdate of this Agreement. (bii) If a request complying with the requirements of Section 1.5(aParagraph 8(c) hereof is delivered to the CompanyCorporation, the provisions of Sections 1.2(a)(iParagraphs 8(b)(i)(A) and (iiB) and Section 1.2(b8(b)(ii) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(dParagraph 8(b)(iii) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial public offering, 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 1, the S-3 Initiating Holders who are Investors or permissible assignees of Registrable Securities Investors pursuant to Section 1.12 hereof shall have the right to request registrations on Form S-3 (such requests 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 securities by such Holders Holder or Holders); provided, however, that the Company shall not be obligated to effect any such registration registration: (i) unless if the S-3 Initiating 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) on Form S-3 at an aggregate price to the public of at least less than $1,000,000, or 10,000,000; (ii) in the event that if the Company shall furnish the certification described in paragraph 1.2(a)(ii)(CSection 1.3(c) hereof (but subject to the limitations set forth therein), or ; (iii) in a given twelve-six (6) month period, after the Company has effected one (1) such registration in any such period or period; or (iv) it is it be effected more than five (5in the circumstances described in Sections 1.3(b)(i) years after the Company’s initial public offeringor 1.3(b)(iii) hereof. (b) If a request complying with the requirements of Section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i1.3(a)(i) and (ii) and Section 1.2(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c1.3(e) and 1.2(d1.3(f) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial public offering, 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 12, the any Holders of Registrable Securities shall have the right to request registrations on Form S-3 or any similar short form registration (such requests 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 Holders Holder or Holders); provided, however, that the Company shall not be obligated to effect any such registration if: (i) unless 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) on Form S-3 at an aggregate price to the public of at least less than $1,000,000, or 5,000,000; (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), or (iii) in a given twelve-twelve (12) month period, after the Company has effected one (1) such registration in any such period pursuant to this Section 2.3(a); (iii) the registration is in any jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process to effect such registration; or (iv) it is it be effected more than five (5) years after the Company’s initial public offeringCompany has effectuated five such registrations. (b) If a request complying with the requirements of Section 1.5(a2.3 (a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i2.1(a)(i) and (ii), Section 2.1(b)(i) and (ii), Section 2.1(c)(i) and (ii), Section 2.1(d)(i) and (ii), Section 2.1(e)(i) and (ii), Section 2.1(f)(i) and (ii), Section 2.1(g)(i) and (ii) and Section 1.2(b2.1(h) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c2.1(i), 2.1(j), 2.1(k), 2.1(l) and 1.2(d2.1(m) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial public offering, 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 pro­vi­sions of this Section 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests 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 Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration if (i) unless 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) on Form S-3 S–3 at an aggregate price to the public of at least less than $1,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), 1.3(b)(ii) (but subject to the limitations set forth therein) or (iii) in a given twelve-twelve (12) month period, after the Company has effected one two (12) such registration registrations in any such period period, or (iv) it is it to be effected more than five four (54) years after the Company’s initial public offering. (b) If a request complying with the requirements of Section 1.5(a1.4(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i1.3(a)(i) and (ii) and Section 1.2(b1.3(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c1.3(c) and 1.2(d1.3(d) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial public offering, 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 Holders of Registrable Securities shall have the right, in addition to the rights contained in the foregoing provisions of this Section 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall to be in writing and shall to state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holders Holder or Holders); provided, however, that the Company shall not be obligated to effect any such registration if (i) unless 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) on Form S-3 at an aggregate price to the public of at least less than $1,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(CSection 1.2(a)(ii) (but subject to the limitations set forth therein), or (iii) in a given twelve12-month period, period the Company has effected one (1) such registration in any such period or For (iv) it is it to be effected more than five (5) years after the Company’s 's initial public offering. (b) If a request complying with the requirements of Section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i) and (ii) and Section 1.2(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial public offering, the Company shall use its best efforts to qualify and remain qualified 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 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests 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 Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration if (i) unless 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) on Form S-3 at an aggregate price to the public of at least less than $1,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), 1.2(b)(ii) hereof (but subject to the limitations set forth therein) or (iii) in a given twelve-twelve (12) month period, after the Company has effected one two (12) such registration registrations in any such period or (iv) it is it to be effected more than five (5) years after the Company’s initial public offeringQualifying Public Offering. (b) If a request complying with the requirements of Section section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i) and (ii) hereof and Section 1.2(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) hereof shall also apply to such registration.

Registration on Form S-3. (a) After its initial public offeringit becomes an Exchange Act reporting company, the Company shall use its best commercially reasonable 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 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such the requests 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 the shares by such Holders the Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration (i) unless if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such that registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of at least less than $1,000,000, or l,000,000 (ii) in the event that circumstances described in clauses (A) and (D) of Section 1.2(a), (iii) if the Company shall furnish furnishes the certification described in paragraph 1.2(a)(ii)(CSection 1.2(b) (but subject to the limitations set forth therein), or (iiiiv) if, in a given twelve-month period, the Company has effected one two (12) such registration in such period registrations or (ivv) if it is it to be effected more than five (5) years after the Company’s initial public offeringIPO. (b) If a request complying with the requirements of Section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i) and (ii) (exclusive of clauses (A) through (E) and the introductory language that follows the single paragraph numbered Section 1.2(a)(ii), in each case, except as specifically provided in Section 1.5(a)) ) and Section 1.2(b) hereof shall apply to such the registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) hereof shall apply to such the registration.

Registration on Form S-3. (a) After its initial public offering, 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 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests 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 Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration if (i) unless 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) on Form S-3 at an aggregate price to the public of at least less than $1,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), 1.3(b)(ii) (but subject to the limitations set forth therein) or (iii) in a given twelve-twelve (12) month period, after the Company has effected one two (12) such registration registrations in any such period period, or (iv) it is it to be effected more than five four (54) years after the Company’s 's initial public offering. (b) If a request complying with the requirements of Section 1.5(a1.4(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i1.3(a)(i) and (ii) and Section 1.2(b1.3(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c1.3(c) and 1.2(d1.3(d) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial public offering, 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 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests 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 Holders Holder or Holders); provided, however, that the Company shall not be obligated to effect any such registration if (i) unless 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) on Form S-3 at an aggregate price to the public of at least less than $1,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), para graph 1.2 (c) (but subject to the limitations set forth therein) or (iii) in a given twelve-twelve (12) month period, after the Company has effected one (1) such registration in any such period period, or (iv) it is it to be effected more than five four (54) years after the Company’s initial public offeringa Qualified Public Offering. (b) If a request complying with the requirements of Section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i) and (ii), 1.2(b) and Section 1.2(b1.2(c) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c1.2(e) and 1.2(d1.2(f) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial public offering, the Company shall use its best efforts to qualify for registration on Form S-3 under the Securities Act 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 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests 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 Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration registration: (i) unless 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) on Form S-3 at an aggregate price to the public of at least less than $1,000,000, or 750,000 (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C1.3(b) (but subject to the limitations set forth therein), or ; (iii) if in a given twelveany rolling 12-month period, the Company has effected one (1) such registration in such period period; or (iv) it is it be effected more within 180 days of the effective date of any other Company registration (other than five (5) years after the Company’s initial public offeringon Form S-8 or Form S-3 with respect to employees' stock). (b) If a request complying with the requirements of Section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i1.3(a)(i) and (ii) (other than subsections (B), (D), (E), (F), (G) and (H)) and Section 1.2(b1.3(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c1.3(c) and 1.2(d1.3(d) hereof shall in addition apply to such registration.

Registration on Form S-3. (a) After its initial public offering, 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 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests 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 Holders Holder or Holders); provided, however, that the Company shall not be obligated to effect any such registration if (i) unless the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, Holders propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of at least less than $1,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C1.2(b)(ii) (but subject to the limitations set forth therein), or provided, however, that such right to delay a request shall be exercised by the Company not more than once in any twelve (iii12) in a given twelve-month period, the Company has effected one (1) such registration in such period or (iv) it is it be effected more than five (5) years after the Company’s initial public offering. (b) If a request complying with the requirements of Section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i) and (ii) (notwithstanding the language of clauses (A) through (D) of subsection (ii)) and Section 1.2(b) hereof shall apply to such registration, and provided that such registration shall not count as a registration under Section 1.2(a)(ii)(B). If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial public offering, 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 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests 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 Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration if (i) unless 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) on Form S-3 at an aggregate price to the public of at least less than $1,000,000500,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), 1.2(a)(ii) (but subject to the limitations set forth therein) or (iii) in a given twelve-twelve (12) month period, after the Company has effected one two (12) such registration in registrations pursuant to this Section 1.5(a) and such period registrations have been ordered or (iv) it is it be effected more than five (5) years after the Company’s initial public offeringdeclared effective. (b) If a request complying with the requirements of Section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i) and (ii) and Section 1.2(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) hereof shall apply to such registration.

Registration on Form S-3. (a) After its initial public offering, 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 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests 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 Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration if (i) unless 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) on Form S-3 at an aggregate price to the public of at least less than $1,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), 1.2(b)(ii) (but subject to the limitations set forth therein) or (iii) in a given twelve-twelve (12) month period, after the Company has effected one (1) such registration in any such period or (iv) it is it to be effected more than five (5) years after the Company’s initial public offering. (b) If a request complying with the requirements of Section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i) and (ii) and Section 1.2(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) hereof shall apply to such registration.