Common use of Registrations on S-3 Clause in Contracts

Registrations on S-3. At such time as the Company shall have qualified for the use of Form S-3 (or any successor form promulgated under the Securities Act), each holder of Registrable Securities shall have the right to request in writing an unlimited number of registrations on Form S-3 (except that the holders of Series E Registrable Securities shall only have the right to request in writing three (3) registrations on Form S-3), provided that the Registrable Securities proposed to be included in each such registration statement have a proposed aggregate offering price of at least $500,000 and that no holder shall have a right to request that Registrable Securities be registered on Form S-3 during any calendar year if Registrable Securities of such holder were included in a registration statement on Form S-3 pursuant to a request made by such holder during such calendar year. Each such request by a holder shall: (a) specify the number of Registrable Securities which the holder intends to sell or dispose of, and (b) state the intended method by which the holder intends to sell or dispose of such Registrable Securities. Upon receipt of a request pursuant to this Section 11.4, the Company shall use its best efforts to effect such registration or registrations on Form S-3.