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

Registration on Form S-3. If at any time (i) a holder or holders of Registerable Stock request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Registerable Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registerable Stock specified in such notice. Whenever the Company is required by this Section 5 to use its best efforts to effect the registration of Registerable Stock, each of the procedures and requirements of Section 3 (including but not limited to the requirement that the Company notify all holders of Registerable Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, provided, however, that (i) the Company shall be obligated to register Registerable Stock pursuant to this Section 5 on one occasion per calendar year only, (ii) the requirements contained in the first sentence of Section 3(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 5 and (iii) the Company shall not be obligated to register Registerable Stock pursuant to this Section 5, if in the opinion of counsel acceptable to the Company and the holders of the Registerable Stock the shares of Registerable Stock intended to be included in a registration on Form S-3 pursuant to the terms of this Section 5 are saleable under Rule 144 of the Securities Act within a period of four months from the date the holders give notice of their intention to register shares of Registerable Stock pursuant to this Section 5.

Registration on Form S-3. If at any time (i) a holder or holders of Registerable Preferred Stock (other than Preferred Stock covered under the Evergreen Registration) or Restricted Stock request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Registerable Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registerable Restricted Stock specified in such notice. Whenever the Company is required by this Section 5 6 to use its best efforts to effect the registration of Registerable Restricted Stock, each of the procedures and requirements of Section 3 4 (including but not limited to the requirement that the Company company notify all holders of Registerable Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, provided, however, that (i) the Company shall be obligated to register Registerable Stock pursuant to this Section 5 on one occasion per calendar year only, (ii) the requirements contained in the first sentence of Section 3(a4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 5 and (iii) the 6. The Company shall not be obligated to register Registerable Restricted Stock pursuant to this Section 56 on ten occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if in the opinion such method of counsel acceptable to the Company and the holders of the Registerable Stock the disposition is a firm commitment public offering, all such shares of Registerable Stock intended to be included in a registration on Form S-3 shall have been sold pursuant to the terms of this Section 5 are saleable under Rule 144 of the Securities Act within a period of four months from the date the holders give notice of their intention to register shares of Registerable Stock pursuant to this Section 5thereto.

Registration on Form S-3. If at any time (i) a holder or holders of Registerable ------------------------ the Preferred Shares or Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Registerable Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,0001,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registerable Restricted Stock specified in such notice, provided, however, that the Company shall not be required to effect a registration pursuant to this Section 6 more than once in any 12-month period. Whenever the Company is required by this Section 5 6 to use its best efforts to effect the registration of Registerable Restricted Stock, each of the procedures and requirements of Section 3 4 (including but not limited to the requirement that the Company notify all holders of Registerable Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, provided, however, that (i) the Company there shall be obligated to register Registerable Stock pursuant to no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 5 on one occasion per calendar year only6, (ii) and provided, further, however, that the requirements contained in the first sentence of Section 3(a4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 5 and (iii) the Company shall not be obligated to register Registerable Stock pursuant to this Section 5, if in the opinion of counsel acceptable to the Company and the holders of the Registerable Stock the shares of Registerable Stock intended to be included in a registration on Form S-3 pursuant to the terms of this Section 5 are saleable under Rule 144 of the Securities Act within a period of four months from the date the holders give notice of their intention to register shares of Registerable Stock pursuant to this Section 56.

Registration on Form S-3. If at any time (i) (A) a holder or holders of Registerable at least ten percent (10%) of the Conversion Shares, or (B) Shire, for so long as Shire plc or any of its Affiliates (as defined in the Purchase Agreement) owns at least fifty percent (50%) of the Preferred Stock request (or Conversion Shares issuable upon conversion of such Preferred Stock) it owns as of the date hereof request(s) that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Registerable Restricted Stock held by such requesting holder or holders, the reasonably anticipated in each case of (A) or (B) above, having an aggregate offering price to the public of which would exceed at least $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registerable Restricted Stock specified in such notice. Whenever the Company is required by this Section 5 6 to use its best efforts to effect the registration of Registerable Restricted Stock, each of the procedures and requirements of Section 3 4 (including but not limited to the requirement that the Company notify all holders of Registerable Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, provided, however, that (i) the Company there shall be obligated to register Registerable Stock pursuant to no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 5 on one occasion per calendar year only6, (ii) and provided, further, however, that the requirements contained in the first sentence of Section 3(a4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 5 and (iii) 6. In the Company shall not be obligated to register Registerable Stock event that any registration pursuant to this Section 56 shall be, if in whole or in part, an underwritten public offering of Common Stock, the opinion number of counsel acceptable to the Company and the holders of the Registerable Stock the shares of Registerable Restricted Stock intended to be included in a registration on Form S-3 pursuant such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by such holders) if and to the terms of this Section 5 are saleable under Rule 144 extent that the managing underwriter shall be of the Securities Act within a period opinion that such inclusion would materially adversely affect the marketing of four months from the date securities to be sold by the holders give notice of their intention to register shares of Registerable Stock pursuant to this Section 5Company therein.

Registration on Form S-3. If (a) In addition to the rights provided in Sections 4.3 and 4.4, subject to a limit of one (1) registration hereunder in any six (6) month period, if at any time (i) a any holder or holders of Registerable Stock the Registrable Securities request that the Company file a registration statement on Form S-3 or any comparable or successor form thereto for a public offering of all or any portion of the shares of Registerable Stock Registrable Securities held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any comparable or successor form thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any comparable or successor form thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registerable Stock Registrable Securities specified in such notice. Whenever the Company is required by this Section 5 4.5 to use its best efforts to effect the registration of Registerable StockRegistrable Securities, each of the procedures and requirements of Section 3 (4.3, including but not limited to the requirement that the Company notify all holders of Registerable Stock Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) , shall apply to such registration, provided, however, that (i) the Company except as provided above, there shall be obligated to register Registerable Stock pursuant to this Section 5 no limitation on one occasion per calendar year only, (ii) the requirements contained in the first sentence number of Section 3(a) shall not apply to any registration registrations on Form S-3 which may be requested and obtained under this Section 5 and 4.5. (iiib) the The Company shall not be obligated use its best efforts to register Registerable Stock pursuant to this Section 5, if in the opinion of counsel acceptable to the Company and the holders of the Registerable Stock the shares of Registerable Stock intended to be included in a qualify for registration on Form S-3 pursuant or any comparable or successor form or forms; and to that end the terms Company shall register (whether or not required by law to do so) the Common Stock under the Exchange Act in accordance with the provisions of this Section 5 are saleable under Rule 144 that Act following the effective date of the Securities Act within a period first registration of four months from any securities of the date the holders give notice of their intention to register shares of Registerable Stock pursuant to this Section 5Company on Form S-1 or any comparable or successor form.

Registration on Form S-3. (a) If at any time (i) a holder or holders of Registerable at least twenty percent (20%) of the total shares of Restricted Stock originally issued, or at least twenty percent (20%) of the total shares of Series G Preferred Stock, request that the Company Corporation file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Registerable Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed one million dollars ($500,0001,000,000), and (ii) the Company Corporation is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company Corporation shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registerable Restricted Stock specified in such notice. Whenever the Company Corporation is required by this Section 5 6 to use its best efforts to effect the registration of Registerable Restricted Stock, each of the procedures and requirements of Section 3 4 (including but not limited to the requirement that the Company Corporation notify all holders of Registerable Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, provided, however, provided that (i) the Company shall be obligated to register Registerable Stock pursuant to this Section 5 on one occasion per calendar year only, (ii) the requirements contained in the first sentence of Section 3(a4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 5 and 6. (iiib) the Company The Corporation shall not be obligated to register Registerable Stock take any action to effect any such registration, qualification or compliance pursuant to this Section 56 if, in a given twelve-month period, the Corporation has effected two (2) such registration or if in the opinion of counsel acceptable to the Company and the holders of the Registerable Stock the shares of Registerable Stock intended it is to be included in a registration on Form S-3 pursuant to effected more than seven (7) years after the terms of this Section 5 are saleable under Rule 144 of the Securities Act within a period of four months from the date the holders give notice of their intention to register shares of Registerable Stock pursuant to this Section 5Corporation’s initial public offering.

Registration on Form S-3. If at any time (i) a holder or holders of Registerable Warrant Shares or Restricted Stock request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of o f the shares of Registerable Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000100,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best reasonable efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registerable Restricted Stock specified in such notice. Whenever the Company is required by this Section 5 6 to use its best reasonable efforts to effect the registration of Registerable Restricted Stock, each of the procedures and requirements of Section 3 (4 including but not limited to the requirement that the Company notify all holders of Registerable Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, providedPROVIDED, howeverHOWEVER, that (i) the Company there shall be obligated to register Registerable Stock pursuant to no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 5 on one occasion per calendar year only6, (ii) and PROVIDED, FURTHER, HOWEVER, that the requirements contained in the first sentence of Section 3(a4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 5 and (iii) 6. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 6 at a time when the board of directors of the Company shall determines in good faith and without regard to the expenses involved or liabilities inherent in the process that it would not be obligated to register Registerable Stock pursuant to this Section 5, if in the opinion of counsel acceptable Company's best interests to the Company and the holders of the Registerable Stock the shares of Registerable Stock intended to be included in effect a registration on Form S-3 pursuant to the terms of this Section 5 are saleable under Rule 144 of the Securities Act within a period of four months from the date the holders give notice of their intention to register shares of Registerable Stock pursuant to this Section 5at that time.

Registration on Form S-3. If at any time after any public offering (i) a holder or ------------------------ holders of Registerable Restricted Stock constituting at least 66-2/3% of the total shares of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Registerable Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,0001,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best reasonable business efforts to register under the Securities Act on Form S-3 or any successor thereto, within 60 days after the demand date, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registerable Restricted Stock specified in such notice. The Company shall be obligated to register Restricted Stock pursuant to this Section 5 on two occasions only, provided, however, that such obligation shall be deemed -------- ------- satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. Whenever the Company is required by this Section 5 to use its best reasonable business efforts to effect the registration of Registerable Restricted Stock, each of the procedures and requirements of Section 3 (including but not limited to the requirement that the Company notify all holders of Registerable Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, provided, however, that (i) the Company shall be obligated to register Registerable Stock pursuant to this Section 5 on one occasion per calendar year only, (ii) the requirements contained in the first sentence of Section 3(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 5 and (iii) the Company shall not be obligated to register Registerable Stock pursuant to this Section 5, if in the opinion of counsel acceptable to the Company and the holders of the Registerable Stock the shares of Registerable Stock intended to be included in a registration on Form S-3 pursuant to the terms of this Section 5 are saleable under Rule 144 of the Securities Act within a period of four months from the date the holders give notice of their intention to register shares of Registerable Stock pursuant to this Section 5.

Registration on Form S-3. If at any time (i) a holder or the holders of Registerable Stock at least twenty percent (20%) of the Registrable Securities then owned beneficially or of record by Investors and Investor Transferees request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Registerable Stock Registrable Securities held by such requesting holder or holders, the reasonably anticipated gross aggregate price to the public of which would exceed $500,0002,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best all reasonable efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registerable Stock Registrable Securities specified in such notice; provided, however, that the Company may, by notice to the requesting holders, delay such requested registration, if the Company's Board of Directors determines in good faith that such registration at the time requested would have a material adverse effect upon the Company; provided, further, however, that the Company's ability to delay such registration shall be limited to durations of no longer than ninety (90) days and the Company shall not delay more than once during any twelve (12) month period. Whenever the Company is required by this Section 5 1.4 to use its best all reasonable efforts to effect the registration of Registerable StockRegistrable Securities, each of the procedures and requirements of Section 3 1.2 (including but not limited to the requirement that the Company notify all holders of Registerable Stock Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, provided, however, that (i) . The Company will use its commercially reasonable efforts to maintain the Company shall be obligated to register Registerable Stock pursuant to this Section 5 on one occasion per calendar year only, (ii) the requirements contained in the first sentence effectiveness of Section 3(a) shall not apply to any registration statement on Form S-3 which may be requested and obtained under this Section 5 and (iii) the Company shall not be obligated to register Registerable Stock pursuant to this Section 5, if in the opinion of counsel acceptable to the Company and the holders of the Registerable Stock the shares of Registerable Stock intended to be included in a registration on Form S-3 pursuant to the terms of this Section 5 are saleable under Rule 144 of the Securities Act within for a period of four months from the date the holders give notice of their intention up to register shares of Registerable Stock pursuant to this Section 5one (1) year.

Registration on Form S-3. (a) If at any time (i) a holder or the holders of Registerable Stock the Registrable Securities constituting at least twenty percent (20%) of the total Registrable Securities then outstanding request that the Company file a registration statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Registerable Stock Registrable Securities held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000, 5,000,000 and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such shares, then the Company shall use its best efforts to register the offer and resale of the number of shares of Registrable Securities specified in such notice under the Securities Act on Form S-3 or any successor form thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registerable Stock specified in such notice. Whenever the Company is required by this Section 5 6.6 to use its best efforts to effect the registration of Registerable StockRegistrable Securities, each of the applicable procedures and requirements of Section 3 (including Sections 6.3 and 6.4, including, but not limited to to, the requirement that the Company notify all holders of Registerable Stock Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering (provided, however, that holders shall have no more than fifteen (15) days to reply to the Company’s notice in order to participate in the offering) ), shall apply to such registration, provided, however, that . (ib) the The Company shall be obligated use its best efforts to register Registerable Stock pursuant to this Section 5 on one occasion per calendar year only, (ii) the requirements contained in the first sentence of Section 3(a) shall not apply to any qualify for registration on Form S-3 which may be requested or any successor form or forms and obtained under this Section 5 and (iii) to that end the Company shall register (whether or not be obligated required by law to register Registerable do so) the Common Stock pursuant to this Section 5, if under the Exchange Act in accordance with the opinion provisions of counsel acceptable to that Act following the effective date of the first registration of any securities of the Company and the holders of the Registerable Stock the shares of Registerable Stock intended to be included in a registration on Form S-3 pursuant to the terms of this Section 5 are saleable under Rule 144 of the Securities Act within a period of four months from the date the holders give notice of their intention to register shares of Registerable Stock pursuant to this Section 5S-1 or any comparable or successor form.

Registration on Form S-3. (a) If at any time during the ------------------------- Registration Period (i) a holder or holders of Registerable Stock a majority of the Restricted Shares request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Registerable Stock Restricted Shares held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed (A) $500,00030 million at any time when such Restricted Shares could not be sold pursuant to Rule 144(k) under the Securities Act or (B) $50 million at any time when such Restricted Shares could be sold pursuant to Rule 144(k) under the Securities Act, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registerable Stock Restricted Shares specified in such notice. Whenever the Company is required by this Section 5 1.03 to use its best efforts to effect the registration of Registerable StockRestricted Shares, each of the procedures and requirements of Section 3 (including but not limited to the requirement that the Company notify all holders of Registerable Stock from whom notice has not been received 1.02 and provide them with the opportunity to participate in the offering) 1.04 shall apply to such registration, ; provided, however, that (i) that, subject to Section 1.03(b), the Company shall be obligated to register Registerable Stock pursuant to this Section 5 on one occasion per calendar year only, (ii) the requirements contained in the first sentence of Section 3(a) -------- ------- shall not apply be required to any effect more than one registration on Form S-3 which may be requested and obtained under this Section 5 and 1.03. (iiib) If the Company shall have effected a demand registration pursuant to Section 1.02, it shall not be obligated required to register Registerable Stock pursuant to this Section 5, if in the opinion of counsel acceptable to the Company and the holders of the Registerable Stock the shares of Registerable Stock intended to be included in effect a registration on Form S-3 pursuant to Section 1.03, and if the terms of this Section 5 are saleable under Rule 144 of the Securities Act within Company shall have effected a period of four months from the date the holders give notice of their intention to register shares of Registerable Stock registration on Form S-3 pursuant to this Section 51.03, it shall not be required to effect a demand registration pursuant to Section 1.02.

Registration on Form S-3. If at any time (i) a holder or holders ------------------------ of Registerable Preferred Shares or Restricted Stock request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Registerable Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,0001,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registerable Restricted Stock specified in such notice. Whenever the Company is required by this Section 5 1.4 to use its best efforts to effect the registration of Registerable Restricted Stock, each of the procedures and requirements of Section 3 1.2 (including but not limited to the requirement that the Company notify all holders of Registerable Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, provided, however, that (i) the Company shall not be obligated to register Registerable Stock file -------- ------- more than one registration statement on Form S-3 pursuant to this Section 5 on one occasion per calendar year only1.4 during any 12-month period, (ii) and provided, further, however, that the -------- ------- ------- requirements contained in the first sentence of Section 3(a1.2(a) and the limitation contained in the last sentence of Section 1.2(b) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 5 and (iii) the Company shall not be obligated to register Registerable Stock pursuant to this Section 5, if in the opinion of counsel acceptable to the Company and the holders of the Registerable Stock the shares of Registerable Stock intended to be included in a registration on Form S-3 pursuant to the terms of this Section 5 are saleable under Rule 144 of the Securities Act within a period of four months from the date the holders give notice of their intention to register shares of Registerable Stock pursuant to this Section 51.4.

Registration on Form S-3. If at any time (ia) a holder Holder or holders of Registerable Stock Holders ------------------------ request that the Company file a registration statement on Form S-3 or any successor thereto form of "short-form" registration statement for a public offering of all or any portion of the shares of Registerable Registrable Stock held by such requesting holder Holder or holdersHolders, (b) the reasonably anticipated aggregate price to the public of which would exceed $500,0002,000,000, and (iic) the Company is a registrant entitled to use Form S-3 or any successor thereto form of "short-form" registration statement to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registerable Registrable Stock specified in such notice. Whenever the Company is required by this Section 5 4 to use its best efforts to effect the registration of Registerable Registrable Stock, each of the procedures and requirements of Section 3 2 (including but not limited to the requirement that the Company notify all holders of Registerable Stock Holders from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, provided, however, that there shall be no more than two -------- ------- registrations on Form S-3 which may be requested and obtained under this Section 4 during any 12 month period unless the Holder or Holders of at least fifty percent (i50%) of the Registrable Stock request the Company shall be obligated to register Registerable Stock pursuant to this Section 5 make an additional registration on one occasion per calendar year onlyForm S-3 within such 12 month period, (ii) and provided, further, however, that the requirements contained in the first sentence of Section 3(a2(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 5 and (iii) the Company shall not be obligated to register Registerable Stock pursuant to this Section 5, if in the opinion of counsel acceptable to the Company and the holders of the Registerable Stock the shares of Registerable Stock intended to be included in a registration on Form S-3 pursuant to the terms of this Section 5 are saleable under Rule 144 of the Securities Act within a period of four months from the date the holders give notice of their intention to register shares of Registerable Stock pursuant to this Section 54.

Registration on Form S-3. If (a) Subject to the limit of two registrations hereunder in any 12 month period, if at any time (i) a holder or holders of Registerable Series A and B Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Registerable Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registerable Restricted Stock specified in such notice. . (b) Subject to the limit of two registrations hereunder in any 12 month period, if at any time (i) a holder or holders of Series C Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Series C Restricted Stock specified in such notice. (c) Whenever the Company is required by this Section 5 6 to use its best efforts to effect the registration of Registerable Restricted Stock, each of the procedures and requirements of Section 3 4 (including but not limited to the requirement that the Company notify all holders of Registerable Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, provided, however, that (i) the Company except as provided above there shall be obligated to register Registerable Stock pursuant to this Section 5 no limitation on one occasion per calendar year only, (ii) the requirements contained in the first sentence number of Section 3(a) shall not apply to any registration registrations on Form S-3 which may be requested and obtained under this Section 5 and 6. (iiid) Notwithstanding anything to the Company shall not be obligated contrary set forth in this Agreement, the Company's obligation under this Agreement to register Registerable Restricted Stock pursuant to this Section 5, if in the opinion of counsel acceptable to the Company and the holders of the Registerable Stock the shares of Registerable Stock intended to be included in a registration on Form S-3 pursuant to the terms of this Section 5 are saleable under Rule 144 of the Securities Act within on registration statements ("Registration Statements") may, upon the reasonable determination of the Board of Directors made only once during any 12-month period, be suspended in the event and during such period as unforeseen circumstances (including without limitation (i) an underwritten primary offering by the Company (which includes no secondary offering) if the Company is advised in writing by its underwriters that the registration of the Restricted Stock would have a period material adverse effect on the Company's offering, or (ii) pending negotiations relating to, or consummation of, a transaction or the occurrence of four months from the date the holders give notice of their intention to register shares of Registerable Stock pursuant to this Section 5.an event which would require

Registration on Form S-3. If at any time after the first anniversary of the Closing Date (i) a holder or holders of Registerable Stock Registrable Securities request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Registerable Stock Registrable Securities held by such requesting holder or holders, the reasonably anticipated holders having an aggregate price to the public market value of which would exceed not less than one million five hundred thousand dollars ($500,0001,500,000), and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registerable Stock Registrable Securities specified in such notice. Whenever the Company is required by this Section 5 6 to use its best efforts to effect the registration of Registerable StockRegistrable Securities, each of the procedures and requirements of Section 3 4 (including but not limited to the requirement that the Company notify all holders of Registerable Stock Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, provided, however, that (i) the Company there shall be obligated to register Registerable Stock pursuant to no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 5 on one occasion per calendar year only6, (ii) and provided, further, however, that the requirements contained in the first sentence of Section 3(a4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 5 and (iii) 6. Notwithstanding anything to the contrary in this Section 6, the Company shall not be obligated required to register Registerable Stock effect more than two registrations pursuant to this Section 56 in any twelve (12) month period, if in the opinion of counsel acceptable to nor shall the Company and the holders be required to effect any registration under this Section 6 within 270 days of the Registerable Stock the shares effective date of Registerable Stock intended to be included in a registration statement on Form S-3 pursuant to the terms of this Section 5 are saleable under Rule 144 of the Securities Act within a period of four months from the date the holders give notice of their intention to register shares of Registerable Stock pursuant to this Section 5From S-1.

Registration on Form S-3. If at any time prior to December 31, 2007 (i) a holder Holder or holders Holders of Registerable Stock Registrable Shares request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Registerable Stock Registrable Shares held by such requesting holder Holder or holdersHolders, the with a reasonably anticipated aggregate price to the public of which would exceed at least $500,000, ; and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registerable Stock Registrable Shares specified in such notice. Whenever the Company is required by this Section 5 6 to use its reasonable best efforts to effect the registration of Registerable StockRegistrable Shares, each of the procedures and requirements of Section 3 4 (including but not limited to the requirement that the Company notify all holders Holders of Registerable Stock Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, ; provided, however, that there shall -------- ------- be up to five (i5) registrations on Form S-3 which may be requested and obtained under this Section 6, and the Company shall not be obligated to register Registerable Stock Registrable Shares pursuant to this Section 5 6 on more than one occasion per calendar year onlytwelve (12) month period; and provided, (ii) further, that the requirements contained -------- ------- in the first sentence of Section 3(a4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 5 and (iii) the Company shall not be obligated to register Registerable Stock pursuant to this Section 5, if in the opinion of counsel acceptable to the Company and the holders of the Registerable Stock the shares of Registerable Stock intended to be included in a registration on Form S-3 pursuant to the terms of this Section 5 are saleable under Rule 144 of the Securities Act within a period of four months from the date the holders give notice of their intention to register shares of Registerable Stock pursuant to this Section 56.

Registration on Form S-3. If at any time prior to December 31, 2007 (i) a holder Holder or holders Holders of Registerable Stock Registrable Shares request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Registerable Stock Registrable Shares held by such requesting holder Holder or holdersHolders, the with a reasonably anticipated aggregate price to the public of which would exceed at least $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registerable Stock Registrable Shares specified in such notice. Whenever the Company is required by this Section 5 6 to use its reasonable best efforts to effect the registration of Registerable StockRegistrable Shares, each of the procedures and requirements of Section 3 4 (including but not limited to the requirement that the Company notify all holders Holders of Registerable Stock Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, provided, however, that there shall -------- ------- be up to five (i5) registrations on Form S-3 which may be requested and obtained under this Section 6, and the Company shall not be obligated to register Registerable Stock Registrable Shares pursuant to this Section 5 6 on more than one occasion per calendar year onlytwelve (12) month period, (ii) and provided, further, however, that the requirements -------- ------- ------- contained in the first sentence of Section 3(a4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 5 and (iii) the Company shall not be obligated to register Registerable Stock pursuant to this Section 5, if in the opinion of counsel acceptable to the Company and the holders of the Registerable Stock the shares of Registerable Stock intended to be included in a registration on Form S-3 pursuant to the terms of this Section 5 are saleable under Rule 144 of the Securities Act within a period of four months from the date the holders give notice of their intention to register shares of Registerable Stock pursuant to this Section 56.

Registration on Form S-3. (a) If at any time (i) a holder the Holder or holders Holders of Registerable Stock request thirty percent (30%) of the Registrable Securities then outstanding requests that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Registerable Stock Registrable Securities held by such requesting holder Holder or holdersHolders, the reasonably anticipated aggregate price to the public of which would exceed $500,0001,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its it best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registerable Stock Registrable Securities specified in such notice. Whenever the Company is required by this Section 5 6 to use its best efforts to effect the registration of Registerable StockRegistrable Securities, each of the procedures and requirements of Section 3 4 (including but not limited to the requirement that the Company notify all holders of Registerable Stock Registrable Securities from whom notice has not been received (and, if the requesting Holder(s) intend to distribute their Registrable Securities by means of an underwritten offering, the Series A Holders) and provide them with the opportunity to participate in the offering) shall apply to such registration, ; provided, however, that that, except as otherwise expressly set forth in this Section 6, (i) the Company there shall be obligated to register Registerable Stock pursuant to no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 5 on one occasion per calendar year only6, and (ii) the requirements contained in the first sentence of Section 3(a4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6. Registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Section 4 or 5 and hereof. After the Company's Initial Public Offering, the Company will use its best efforts to qualify for the registration of its shares of Common Stock on Form S-3. Notwithstanding the foregoing, the Company shall not be required pursuant to this Section 6 to file more than one registration statement on Form S-3 in any twelve-month period. (iiib) Notwithstanding the foregoing, the Company shall not be obligated to register Registerable Stock effect any such registration or qualification pursuant to this Section 5, 6: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the opinion good faith judgment of counsel acceptable the Board of Directors of the Company, the Company is presently in good faith negotiations involving an acquisition, financing or other significant transaction which would be materially jeopardized by the filing of the registration statement and the premature disclosure of such transaction in the registration statement or there otherwise exists at the time material nonpublic information relating to the Company and that, in the holders reasonable opinion of the Registerable Stock Company, should not be disclosed, in which event the shares Company shall have the right to defer the filing of Registerable Stock intended to be included in a registration on the Form S-3 pursuant to the terms of this Section 5 are saleable under Rule 144 of the Securities Act within registration statement for a period of four months from not more than 90 days after receipt of the request of the Holder or Holders under this Section 6; provided, however, that the Company shall not utilize this right or the right set forth in Section 4(c) above, in this aggregate, more than once in any twelve month period; (iii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (iv) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 5 (or such shorter period following the holders give notice effective date of such registration subject to Section 5 hereof as the -8 managing underwriter(s) in such Section 5 registration requires the Company and its directors to limit sales or other disposition of Company securities). (c) If the Holders initiating the registration request under this Section 6 intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their intention to register shares of Registerable Stock request made pursuant to this Section 56 and the Company shall include such information in the written notice referred to in subsection 6(a). The underwriter will be selected by a majority in interest of such initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of such initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. The number of shares of Common Stock to be registered pursuant to any required registration under this Section 6 that involves an underwritten public offering shall be allocated, as of the date of the initial filing of the registration statement with the Commission, two-thirds to the Holders (allocated pro rata among such Holders based upon the number of shares of Common Stock initially sought to be registered by each such Holder, or in such other manner as the Holders shall otherwise agree), and one-third to the Series A Holders (allocated pro rata among such Series A Holders based upon the number of shares of Common Stock initially sought to be registered by each such Series A Holder, or in such other manner as the Series A Holders shall otherwise agree). If such method of disposition under this Section 6 shall be an underwritten public offering, the holders of a majority of the shares of Common Stock to be sold by the Holders in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. Notwithstanding any other provision of this Section 6, if the underwriter advises the participating Holders and the participating Series A Holders and the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all participating Holders and all participating Series A Holders, and the number of shares of Common Stock that may be included in the underwriting and registration shall be allocated pro rata among each of the participating Holders and each of the participating Series A Holders based on the number of shares of Common Stock included in the initial filing of such registration statement with the Commission (or in such other manner as such participating Holders and participating Series A Holders shall otherwise agree); provided, however, that the number of shares of Common Stock to be sold by Holders and Series A Holders in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.

Registration on Form S-3. If Subject to the limitation set forth in ------------------------ Section 5(b) and in the last sentence of Section 4(a), if at any time (i) a holder or holders of Registerable Restricted Stock constituting at least 50% of the total shares of Restricted Stock then outstanding request the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice (provided that the Company file a shares of Restricted Stock for which registration statement has been requested shall constitute at least 50% of the total shares of Restricted Stock originally issued if such holder or holders shall request the registration of less than all shares of Restricted Stock then held by such holder or holders) on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Registerable Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000, holders and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registerable Restricted Stock specified in such noticerequest. Whenever the Company is required by this Section 5 6 to use its best efforts to effect the registration of Registerable Restricted Stock, each of the procedures and requirements of Section 3 4 (including but not limited to the requirement that the Company notify all holders of Registerable Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, provided, however, that (i) the Company shall be obligated to register Registerable Stock pursuant to this Section 5 on one occasion per calendar year only, (ii) the requirements contained in the first sentence of Section 3(a4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 5 and (iii) 6. The Company may not include in any registration statement referred to in this Section 6 any shares of Common Stock to be sold for the account of any person not entitled as of June 30, 1998 to registration rights with respect to such shares, except the Xxxxxx Shares. The Company may include in any registration statement referred to in this Section 6 the Xxxxxx Shares and/or shares of Common Stock to be sold for its own account or for the account of any other holders of Common Stock who as of June 30, 1998 are entitled to "piggyback" or "incidental" rights to be included in the registration statement, in which case such registration statement shall be deemed to be a registration-statement initiated by the Company and shall be governed by the provisions of Section 5 above. Except for registration statements on Form X-0, X-0 or any successor thereto, registration statements registering the Xxxxxx Shares and/or securities to be issued by the Company to the seller or sellers in connection with an acquisition by the Company and registration statements required to be filed for holders of Common Stock who as of June 30, 1998 are entitled to "demand" registration rights, the Company will not be obligated file with the Commission any other registration statement with respect to register Registerable Stock its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 5, if in 6 until the opinion of counsel acceptable to the Company and the holders completion of the Registerable Stock the shares period of Registerable Stock intended to be included in a registration on Form S-3 pursuant to the terms of this Section 5 are saleable under Rule 144 distribution of the Securities Act within a period of four months from the date the holders give notice of their intention to register shares of Registerable Stock pursuant to this registration contemplated thereby, as described in Section 57.

Registration on Form S-3. If at any time (i) a holder one or holders of Registerable more Investors who holds Restricted Stock request that the Company file a registration statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Registerable Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which (net of discounts and commissions) would exceed $500,0003,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor form thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registerable Restricted Stock specified in such notice. Whenever the Company is required by this Section 5 2.5 to use its best efforts to effect the registration of Registerable Restricted Stock, each of the procedures and requirements of Section 3 2.3 (including but not limited to the requirement that the Company notify all holders of Registerable Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, ; provided, however, that (i) there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 2.5, except that the Company shall not be obligated to register Registerable Stock register, pursuant to this Section 5 2.5, Restricted Stock on one occasion per calendar year onlyForm S-3 more than three times in any twelve-month period; and provided further, (ii) however, that the requirements requirement that the requesting holder hold at least 50% of the Conversion Stock and Preferred Stock contained in the first sentence of Section 3(a2.3(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 5 2.5; and (iii) the Company shall not be obligated to register Registerable Stock provided further, however, that in any registration statement requested pursuant to this Section 52.5, the Company shall be entitled to include for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, if such method of disposition shall be an underwritten public offering, in the opinion of counsel acceptable to the Company and managing underwriter such inclusion would adversely affect the holders marketing of the Registerable Restricted Stock the shares of Registerable Stock intended to be included in a registration on Form S-3 pursuant to the terms of this Section 5 are saleable under Rule 144 of the Securities Act within a period of four months from the date the holders give notice of their intention to register shares of Registerable Stock pursuant to this Section 5sold.

Registration on Form S-3. If Subject to a limit of two registrations hereunder in any 12 month period, if at any time (i) a holder or holders of Registerable Restricted Stock (excluding the holders of Insider Shares) constituting at least twenty-five percent (25%) of the total shares of Restricted Stock then outstanding (excluding Insider Shares) request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Registerable Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registerable Restricted Stock specified in such notice. Whenever the Company is required by this Section 5 6 to use its best efforts to effect the registration of Registerable Restricted Stock, each of the procedures and requirements of Section 3 (4, including but not limited to the requirement that the Company notify all holders of Registerable Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering; provided, however that holders shall have no more than ten (10) days to reply to the Company's notice in order to participate in the offering), shall apply to such registration, providedPROVIDED, howeverHOWEVER, that (i) the Company except as provided above there shall be obligated to register Registerable Stock pursuant to no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 5 on one occasion per calendar year only6, (ii) and PROVIDED, FURTHER, HOWEVER, that the requirements contained in the first sentence of Section 3(a4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 5 and (iii) the Company shall not be obligated to register Registerable Stock pursuant to this Section 5, if in the opinion of counsel acceptable to the Company and the holders of the Registerable Stock the shares of Registerable Stock intended to be included in a registration on Form S-3 pursuant to the terms of this Section 5 are saleable under Rule 144 of the Securities Act within a period of four months from the date the holders give notice of their intention to register shares of Registerable Stock pursuant to this Section 56.

Registration on Form S-3. If (a) Subject to the restrictions on ------------------------ transfer set forth in Section 3.3 and 3.4 of the Stockholders Agreement (as defined in the Stock Purchase Agreement), if at any time (i) a holder UBS, ITI or holders of Registerable Stock request Casty requests that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Registerable Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,0002,500,000, provided that the Restricted Stock for which registration has been requested constitutes at least 10% of the total shares of Restricted Stock then outstanding held by UBS, if such registration is requested by UBS, or at least 10% of the total shares of Restricted Stock then outstanding held by ITI or Casty, as the case may be, if such registration is requested by ITI or Casty, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registerable Restricted Stock specified in such notice. Whenever the Company is required by this Section 5 6(a) to use its reasonable best efforts to effect the registration of Registerable Restricted Stock, each of the procedures and requirements of Section 3 4 (including but not limited to the requirement that the Company notify all holders of Registerable Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, provided, -------- however, that (iUBS, ITI and Casty may only request and obtain two registrations ------- on Form S-3 under this Section in any calendar year, provided, further, that no -------- ------- request may be made by a party under this Section 6(a) within 180 days after the effective date of any other registration statement filed by the Company shall be obligated to register Registerable Stock pursuant to this Section 5 on one occasion per calendar year onlybehalf of such party. (b) Notwithstanding Section 6(a) above, Casty may request, by written notice, that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Restricted Stock held by Casty (iior any Affiliate thereof) and eligible for transfer pursuant to the requirements restrictions on transfer contained in the first sentence of Section 3(a3.4 of the Stockholders Agreement (the "Eligible Shares") and if the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall not apply use its reasonable best efforts to any registration register under the Securities Act on Form S-3 which may be requested and obtained or any successor thereto, for public sale the number of shares of Restricted Stock specified in such written notice to the Company (not to exceed the number of Eligible Shares); provided, however, that (i) any registration under this Section 5 and 6(b) shall be a non- underwritten offering; (ii) Casty shall only be entitled to request two registrations under this Section 6(b); (iii) the Company shall not only be obligated to register Registerable Stock effect one such registration during any calendar year (which shall count as one of the two permitted in such calendar year pursuant to Section 6(a)); and (iv) the Company shall not be required to maintain the effectiveness of any such registration statement for more than 60 days. Notwithstanding anything to the contrary contained herein, the Company shall not be required to file any registration statement under this Section 56(b): (x) within such period of time after the effective date of any earlier registration statement relating to an underwritten public offering (other than an Acquisition Registration Statement) as shall be determined in good faith by the managing underwriter of an underwritten public offering, provided that such time period shall not exceed 180 days or (y) if the Company shall furnish to Casty a certificate signed by the President of the Company stating that in the opinion good faith judgment of counsel acceptable the Board of Directors of the Company, it would be seriously detrimental to the Company and the holders of the Registerable Stock the shares of Registerable Stock intended its stockholders for such registration to be included in a registration on Form S-3 pursuant effected at such time due to any pending material financing, acquisition or corporate reorganization or other material corporate development involving the terms Company or any of this Section 5 are saleable under Rule 144 of the Securities Act within a period of four months from the date the holders give notice of their intention to register shares of Registerable Stock pursuant to this Section 5its subsidiaries.