Common use of Registration Requested by Holders Clause in Contracts

Registration Requested by Holders. Whenever the Company shall be requested, pursuant to Section 11.1 hereof, to effect the registration of any of the Registrable Securities under the Securities Act (a "Request for Registration"), the Company shall promptly give notice of such proposed registration to all holders of Registrable Securities and thereupon shall, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act and under all applicable state securities laws of: (a) all Registrable Securities which the Company has been requested to register pursuant to the Request for Registration; and (b) all other Registrable Securities which holders of Registrable Securities have, within thirty (30) days after the Company has given such notice, requested the Company to register; (c) all to the extent requisite to permit the sale or other disposition by the holders of the Registrable Securities so to be registered. If the holders of Registrable Securities who requested the registration of Registrable Securities engage one or more underwriters to distribute such Registrable Securities, the Company shall permit the managing underwriter(s) and counsel to the underwriter(s) at the Company's expense to visit and inspect any of the properties of the Company, examine its books, take copies and extracts therefrom and discuss the affairs, finances and accounts of the Company with its officers, employees and public accountants (and by this provision the Company hereby authorizes said accountants to discuss with such underwriter(s) and such counsel its affairs, finances and accounts), at reasonable times and upon reasonable notice, with or without a representative of the Company being present. The Company shall have the right to include in any registration of Registrable Securities required 30. pursuant to this Section 11.2 additional shares of its Common Stock to be issued by the Company ("Company Securities") or shares of Common Stock ("Third Party Registrable Securities") that have the benefit of duly exercised registration rights contractually binding on the Company, provided that if any Registrable Securities to be so registered for sale are to be distributed by or through underwriters, then all Registrable Securities to be so registered for sale and Company Securities and Third Party Registrable Securities, if any, shall be included in such underwriting on the same terms and provided, however, that if, in the written opinion of the managing underwriter(s), the total amount of such securities to be registered will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially and adversely affecting the entire offering, then the Company shall exclude from such underwriting (x) first, the maximum number of Company Securities and Third Party Registrable Securities as is necessary in the opinion of the managing underwriter(s) to reduce the size of the offering and (y) then, the minimum number of Registrable Securities, pro rata to the extent practicable, on the basis of the number of Registrable Securities requested to be registered among the participating holders of Registrable Securities, as is necessary to reduce the size of the offering. A registration that covers both Registrable Securities, Company Securities and Third Party Registrable Securities shall be deemed to have been requested pursuant to a Request for Registration pursuant to the applicable subsection Section 11.1 if the Registrable Securities of the type covered by such subsection constitute at least 50% of the total offering on the effective date of the registration statement but shall not be deemed to be one of the registrations referred to in the applicable subsection of Section 11.1 hereof if Registrable Securities of the type covered by such subsection constitute less than 50% of the total offering on the effective date of the registration statement.

Registration Requested by Holders. Whenever the Company shall be requested, pursuant to Section 11.1 9.1 hereof, to effect the registration of any of the Registrable Securities under the Securities Act (a "Request for Registration"), the Company shall promptly give notice of such proposed registration to all holders of Registrable Securities at least 20 days before the Company files a registration statement and thereupon shall, as expeditiously as possiblepossible after such 20-day notice period, use its best efforts to effect the registration under the Securities Act and under all applicable state securities laws of: (a) all Registrable Securities which the Company has been requested to register pursuant to the Request for Registration; and (b) all other Registrable Securities which holders of Registrable Securities have, within thirty (30) 20 days after the Company has given such notice, requested the Company to register; (c) , all to the extent requisite to permit the sale or other disposition by the holders of the Registrable Securities so to be registered. If the holders of Registrable Securities who requested the registration of Registrable Securities engage one or more underwriters to distribute such Registrable Securities, the Company shall permit the managing underwriter(s) and counsel to the underwriter(s) at the Company's expense to visit and inspect any of the properties of the Company, examine its books, take copies and extracts therefrom and discuss the affairs, finances and accounts of the Company with its officers, employees and public accountants (and by this provision the Company hereby authorizes said accountants to discuss with such underwriter(s) and such counsel its affairs, finances and accounts), at reasonable times and upon reasonable notice, with or without a representative of the Company being present. The Company shall have the right to include in any registration of Registrable Securities required 30. pursuant to this Section 11.2 9.2 additional shares of its Common Stock to be issued by the Company ("Company Securities") or shares of Common Stock ("Third Party Registrable Securities") that have the benefit of duly exercised registration rights contractually binding on the Company), provided that if any Registrable Securities to be so registered for sale are to be distributed by or through underwriters, then all Registrable Securities to be so registered for sale and Company Securities sale, and Third Party Registrable Securities, if any, shall be included in such underwriting on the same terms and provided, however, further that if, in the written opinion of the managing underwriter(s), the total amount of such securities to be registered will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially and adversely affecting the entire offering, then the Company shall exclude from such underwriting underwriting: (x) first, the maximum number of Company Securities and Third Party Registrable Securities as is necessary in the opinion of the managing underwriter(s) to reduce the size of the offering offering; and (y) then, the minimum number of Registrable Securities, pro rata to the extent practicable, on the basis of the number of Registrable Securities requested to be registered registered, among the participating holders of Registrable Securities, as is necessary to reduce the size of the offering. A registration that covers both Registrable Securities, Company Securities and Third Party Registrable Securities shall be deemed to have been requested pursuant to a Request for Registration pursuant to the applicable subsection Section 11.1 if the Registrable Securities of the type covered by such subsection constitute at least 50% of the total offering on the effective date of the registration statement but shall not be deemed to be one of the registrations referred to in the applicable subsection of Section 11.1 hereof if Registrable Securities of the type covered by such subsection constitute less than 50% of the total offering on the effective date of the registration statement.

Registration Requested by Holders. Whenever the Company shall be --------------------------------- requested, pursuant to Section 11.1 6.1 hereof, to effect the registration of any of the Registrable Securities under the Securities Act (a "Request for Registration"), the Company shall promptly give notice of such proposed registration to all holders of Registrable Securities Holders at least 60 days before the Company files a registration statement and thereupon shall, as expeditiously as possiblepossible after such 60-day notice period, use its best efforts to effect the registration under the Securities Act and under all applicable state securities laws of: (a) all Registrable Securities which the Company has been requested to register pursuant to the Request for Registration; and (b) all other Registrable Securities which holders of Registrable Securities Holders have, within thirty (30) 20 days after the Company has given such notice, requested the Company to register; (c) ; all to the extent requisite to permit the sale or other disposition by the holders of the Registrable Securities Holders so to be registered. If the holders of Registrable Securities Holders who requested the registration of Registrable Securities engage one or more underwriters to distribute such Registrable Securities, the Company shall permit the managing underwriter(s) and counsel to the underwriter(s) at the Company's expense to visit and inspect any of the properties of the Company, examine its books, take copies and extracts therefrom and discuss the affairs, finances and accounts of the Company with its officers, employees and public accountants (and by this provision the Company hereby authorizes said accountants to discuss with such underwriter(s) and such counsel its affairs, finances and accounts), at reasonable times and upon reasonable notice, with or without a representative of the Company being present. The Company shall have the right to include in any registration of Registrable Securities required 30. pursuant to this Section 11.2 6.2 additional shares of its Common Stock to be issued by the Company ("Company Securities") or shares of Common Stock ("Third Party Registrable Securities") that have the benefit of duly exercised registration rights contractually binding on the CompanyCompany ("Third Party Registrable Securities"), provided that if any Registrable -------- Securities to be so registered for sale are to be distributed by or through underwriters, then all Registrable Securities to be so registered for sale and sale, Company Securities and Third Party Registrable Securities, if any, shall be included in such underwriting on the same terms and provided, however, further that if, -------- ------- in the written opinion of the managing underwriter(s), ) the total amount of such securities to be registered will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially and adversely affecting the entire offering, then the Company shall exclude from such underwriting (x) first, the maximum number of Company Securities and Third Party Registrable Securities as is necessary in the opinion of the managing underwriter(s) to reduce the size of the offering and (y) then, the minimum number of Registrable Securities, pro rata to the extent practicable, on the --- ---- basis of the number of Registrable Securities requested to be registered among the participating holders of Registrable SecuritiesHolders, as is necessary to reduce the size of the offering. (A registration that covers both Registrable Securities, Securities and Company Securities and or Third Party Registrable Securities shall be deemed to have been requested pursuant to a Request for Registration pursuant to the applicable subsection Section 11.1 if the Registrable Securities of the type covered by such subsection constitute at least 50% of the total offering on the effective date of the registration statement but shall not be deemed to be one of the four registrations referred to in the applicable subsection of Section 11.1 6.1 hereof if the Registrable Securities of the type covered by such subsection constitute less than 50% of the total offering on the effective date of the registration statement.)

Registration Requested by Holders. Whenever the Company shall be requested, pursuant to Section 11.1 10.1(a) hereof, to effect the registration of any of the Registrable Securities under the Securities Act (a "Request for Registration"), the Company shall promptly (but in any event within twenty (20) days) give notice of such proposed registration to all holders of Registrable Securities Holders and thereupon shall, as expeditiously as possiblepossible (but in no event later than sixty (60) days from receipt of the Request for Registration), use its best efforts to effect the registration under the Securities Act and under all applicable state securities laws of: (a) all Registrable Securities which the Company has been requested to register pursuant to the Request for Registration; and (b) all other Registrable Securities which holders of Registrable Securities Holders have, within thirty (30) days after the Company has given such notice, requested the Company to register; (c) ; all to the extent requisite to permit the sale or other disposition by the holders of the Registrable Securities Holders so to be registered. If the holders of Registrable Securities Holders who requested the registration of Registrable Securities engage one or more underwriters to distribute such Registrable Securities, the Company shall permit the managing underwriter(s) and counsel to the underwriter(s) at the Company's expense to visit and inspect any of the properties of the Company, examine its books, take copies and extracts therefrom and discuss the affairs, finances and accounts of the Company with its officers, employees and public accountants (and by this provision the Company hereby authorizes said accountants to discuss with such underwriter(s) and such counsel its affairs, finances and accounts), at reasonable times and upon reasonable notice, with or without a representative of the Company being present. The Company shall have the right to include in any registration of Registrable Securities required 30. pursuant to this Section 11.2 10.2 additional shares of its Common Stock to be issued by the Company ("Company Securities") or shares of Common Stock ("Third Party Registrable Securities") that have the benefit of duly exercised registration rights contractually binding on the Company, provided that if any Registrable Securities to be so registered for sale are to be distributed by or through underwriters, then all Registrable Securities to be so registered for sale and Company Securities and Third Party Registrable Securities, if any, shall be included in such underwriting on the same terms and provided, however, that if, in the written opinion of the managing underwriter(s), the total amount of such securities to be registered will exceed the maximum amount of the Company's securities which can be marketed its (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially and adversely affecting the entire offering, then the Company shall exclude from such underwriting (x) first, the maximum number of Company Securities and Third Party Registrable Securities as is necessary in the opinion of the managing underwriter(s) to reduce the size of the offering and (y) then, the minimum number of Registrable Securities, pro rata to the extent practicable, on the basis of the number of Registrable Securities requested to be registered among the participating holders of Registrable Securities, as is necessary to reduce the size of the offering. A registration that covers both Registrable Securities, Company Securities and Third Party Registrable Securities shall be deemed to have been requested pursuant to a Request for Registration pursuant to the applicable subsection Section 11.1 if the Registrable Securities of the type covered by such subsection constitute at least 50% of the total offering on the effective date of the registration statement but shall not be deemed to be one of the registrations referred to in the applicable subsection of Section 11.1 10.1(a) hereof if Registrable Securities of the type covered by such subsection Section constitute less than fifty percent (50% %) of the total offering on the effective date of the registration statementstatement or does not satisfy the conditions set forth in Section 10.1(b)(i).

Registration Requested by Holders. Whenever the Company shall be requested, --------------------------------- requested pursuant to Section 11.1 hereof, 8.1 hereof to effect the registration of any of the Series A Preferred Registrable Securities, Series B Preferred Registrable Securities, Series C Preferred Registrable Securities, or Series D Preferred Registrable Securities (together, the "Preferred Registrable Securities") under -------------------------------- the Securities Act (a "Request for Registration"), the Company shall promptly ------------------------ give notice of such proposed registration registration, which shall set forth information, to the extent then known, as to offering price or range, the number of shares to be offered, the proposed manner of distribution and the proposed managing underwriter(s) of the offering, to all holders of Preferred Registrable Securities and the Warrant Shares and the Founders (the Common Stock held by the Founders, together with the Preferred Registrable Securities and the Warrant Shares, being hereinafter referred to as the "Registrable Securities") and ---------------------- thereupon shall, as expeditiously as possiblepossible after such notice, use its best efforts to effect the registration registration, qualification or compliance under the Securities Act and under all applicable state securities laws of: of (a) all Preferred Registrable Securities which the Company has been requested to register pursuant to the Request for Registration; and , and (b) all other Registrable Securities which holders of Registrable Securities have, within thirty (30) 30 days after the Company has given such notice, requested the Company to register; (c) register all to the extent requisite required to permit the sale or other disposition by the holders of the Preferred Registrable Securities so to be registered. Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as reasonably practicable after receipt of the Request for Registration, but in any event within 150 days for any registration which is an IPO, and, 60 days for any registration which is not an IPO. If the holders of Preferred Registrable Securities who requested the registration of Preferred Registrable Securities engage one or more underwriters underwriter(s) to distribute such Preferred Registrable Securities, the Company shall permit the managing underwriter(s) and counsel to the underwriter(s) at the Company's expense to visit and inspect any of the properties of the Company, examine its books, take copies and extracts therefrom and discuss the affairs, finances and accounts of the Company with its officers, employees and public accountants (and by this provision the Company hereby authorizes said accountants to discuss with such underwriter(s) and such counsel its affairs, finances and accounts), at reasonable times and upon reasonable notice, with or without a representative of the Company being present. The Company shall have the right to include in any registration of Preferred Registrable Securities required 30. pursuant to this Section 11.2 8.2 additional shares of its Common Stock to be issued by the Company ("Company Securities") or shares of Common Stock ("Third Party Registrable Securities") that have the benefit of duly exercised ------------------------------------ registration rights contractually binding on the Company, provided that if . If any Preferred Registrable Securities to be so registered for sale are to be distributed by or through underwritersunderwriter(s), then all Registrable Securities to be so registered for sale and Company Securities sale, and Third Party Registrable Securities, if any, shall be included in such underwriting on the same terms and terms; provided, however, that if, in the written opinion of the -------- managing underwriter(s), the total amount of such securities to be registered will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially and adversely affecting the entire offering, then the Company shall exclude from such underwriting (x) first, the maximum number of Company Securities and Third Party Registrable Securities as is necessary in the opinion of the managing underwriter(s) to reduce the size of the offering and (y) then, the minimum number of Registrable Securities, pro rata to the extent practicable, on the --- ---- basis of the number of Registrable Securities requested to be registered among the participating holders of Registrable Securities, Securities as is necessary to reduce the size of the offering. A registration that covers both Registrable Securities, Company Securities and Third Party Registrable Securities shall be deemed to have been requested pursuant to a Request for Registration pursuant to the applicable subsection Section 11.1 if the Registrable Securities of the type covered by such subsection constitute at least 50% of the total offering on the effective date of the registration statement but shall not be deemed to be one of the registrations referred to in the applicable subsection of Section 11.1 hereof if Registrable Securities of the type covered by such subsection constitute less than 50% of the total offering on the effective date of the registration statement.