Common use of Registration Upon Request; Limitations Clause in Contracts

Registration Upon Request; Limitations. In the event that, at any time or from time to time after the Mandatory Registration Termination Date, the Company shall receive from any Investor who holds at least twenty-five percent (25%) of the Registrable Shares a written request or requests (a "Demand Notice") that the Company effect a registration on Form S-3 (a "Demand Registration"), or any successor or substitute form, with respect to all or a part of the Registrable Shares owned by such Investor, then the Company will promptly give written notice of the proposed registration and the Investor's or Investors' request therefor to all other Investors, and, as soon as practicable, use reasonable best efforts to effect such registration of all or such portion of such Investor's or Registrable Shares as are specified in such request, together with all or such portion of the Registrable Shares of any other Investor or Investors joining in such request as are specified in a written request given within ten (10) business days after receipt of such written notice from the Company; provided, however, that the Company's obligation under this Section 2A(a) shall be temporarily suspended if the Company has previously given a notice of the type specified in Section 3 hereof or this Section 2A(a) ("Registration Notice") from the date the Registration Notice is received until the date the registration statement referred to in the Registration Notice is declared effective (the "Temporary Suspension Period"), so long as (i) the Temporary Suspension Period is no longer than sixty-five (65) days, and (ii) the Investors are informed in writing that the Company's obligation under this Section 2A(a) have been temporarily suspended in accordance with this provision; and provided, further, that the obligations of the Company under this Section 2A(a) shall be subject to the limitations set forth in Sections 2A(c), 2A(d) and 2A(e) below. The Company may include in any registration pursuant to Section 2A(a) hereof additional shares of Common Stock for sale for its own account or for the account of any other person who has been granted piggy-back registration rights. No registration under this Section 2A(a) shall be underwritten unless the Company shall otherwise elect in its sole and absolute discretion. If the Company receives conflicting instructions, notices or elections from two or more persons with respect to the same Registrable Shares, then the Company may act upon the basis of the instructions, notice or election received from the registered owner of such Registrable Shares.

Registration Upon Request; Limitations. In the event thatIf, at any time or from time to time on or after the Mandatory Registration Termination Release Date, the Company shall receive from any Investor or Investors who holds hold at least twentyfifty-five one percent (2551%) of the Registrable Shares a written request or requests (a "Demand Notice") that the Company effect a registration on Form S-3 (a "Demand Registration"), or any successor or substitute form, with respect to all or a part of the Registrable Shares owned by such Investor, then the Company will promptly give written notice of the proposed registration and the Investor's or Investors' request therefor to all other InvestorsInvestors ("Registration Notice"), and, as soon as practicable, use commercially reasonable best efforts to effect such registration of all or such portion of such Investor's or Registrable Shares as are specified in such request, together with all or such portion of the Registrable Shares of any other Investor or Investors joining in such request as are specified in a written request given within ten fifteen (1015) business days after receipt of such written notice from the Company; provided, however, that the Company's obligation under this Section 2A(a2(a) shall be temporarily suspended if the Company has previously given a notice of the type specified in Section 3 hereof or this Section 2A(a) ("Registration Notice"2(e)(2) from the date the Registration Notice is received until the date the registration statement referred to in the Registration Notice is declared effective (the "Temporary Suspension Period"), so long as (i) the Temporary Suspension Period is no longer than sixty-five ninety days (6590) days, and (ii) the Investors are informed in writing that the Company's obligation under this Section 2A(a2(a) have been temporarily suspended in accordance with this provision; and provided, further, that the obligations of the Company under this Section 2A(a2(a) shall be subject to the limitations set forth in Sections 2A(c2(c), 2A(d2(d) and 2A(e2(e) below. The Company may include in any registration pursuant to Section 2A(a) hereof Demand Registration additional shares of Common Stock for sale for its own account or for the account of any other person who has been granted piggy-back piggyback registration rights. No registration under this Section 2A(a) shall be underwritten unless the Company shall otherwise elect in its sole and absolute discretion. If the Company receives conflicting instructions, notices or elections from two or more persons with respect to the same Registrable Shares, then the Company may act upon the basis of the instructions, notice or election received from the registered owner of such Registrable Shares.

Registration Upon Request; Limitations. In the event thatIf, at any time or from time to time on or after the Mandatory Registration Termination Release Date, the Company shall receive from any Investor or Investors who holds hold at least twentyfifty-five one percent (2551%) of the Registrable Shares a written request or requests (a "Demand Notice") that the Company effect a registration on Form S-3 under the Securities Act (a "Demand Registration"), or any successor or substitute form, with respect to all or a part of the Registrable Shares owned by such Investor, then the Company will promptly give written notice of the proposed registration and the Investor's or Investors' request therefor to all other InvestorsInvestors ("Registration Notice"), and, as soon as practicable, use commercially reasonable best efforts to effect such registration of all or such portion of such Investor's or Investors' or Registrable Shares as are specified in such request, together with all or such portion of the Registrable Shares of any other Investor or Investors joining in such request as are specified in a written request given within ten fifteen (1015) business days after receipt of such written notice from the Company; provided, however, that the Company's obligation under this Section 2A(a2(a) shall be temporarily suspended if the Company has previously given a notice of the type specified in Section 3 hereof or this Section 2A(a) ("Registration Notice"2(f)(2) from the date the Registration Notice is received until the date the registration statement referred to in the Registration Notice is declared effective (the "Temporary Suspension Period"), so long as (i) the Temporary Suspension Period is no longer than sixty-five ninety days (6590) days, and (ii) the Investors are informed in writing that the Company's obligation under this Section 2A(a2(a) have been temporarily suspended in accordance with this provision; and provided, further, that the obligations of the Company under this Section 2A(a2(a) shall be subject to the limitations set forth in Sections 2A(c2(c), 2A(d2(d) and 2A(e2(f) below. The Company may include in any registration pursuant to Section 2A(a) hereof Demand Registration additional shares of Common Stock for sale for its own account or for the account of any other person who has been granted piggy-back piggyback registration rights. No registration under this Section 2A(a) shall be underwritten unless the Company shall otherwise elect in its sole and absolute discretion. If the Company receives conflicting instructions, notices or elections from two or more persons with respect to the same Registrable Shares, then the Company may act upon the basis of the instructions, notice or election received from the registered owner of such Registrable Shares.