Common use of Request for Registration by Initiating Holders Clause in Contracts

Request for Registration by Initiating Holders. If the Company shall receive from an Initiating Holder, at any time, a written request that the Company effect any registration with respect to all or a part of the Registerable Securities, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders of Registerable Securities; and (ii) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registerable Securities as are specified in such request, together with all or such portion of the Registerable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after written notice from the Company is given under subsection 3.2(a)(i) above; provided, however, that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this subsection 3.2(a): (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (B) After the Company has effected two (2) such registrations pursuant to Section 3.2 and such registrations have been declared or ordered effective and the sales of such Registerable Securities shall have closed; (C) If the Registerable Securities requested by all Holders to be registered pursuant to such request have an anticipated net aggregate public offering price (after any underwriting discounts and commissions) of less than $5,000,000; or (D) Prior to six (6) months after the date the Company's Initial Public Registration has been completed or after the date the Company has otherwise become subject to the reporting requirements of the Exchange Act. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of subsection 3.2(b)(i) below, include other securities of the Company which are held by officers or directors of the Company, or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no absolute right to include any of its securities in any such registration.

Request for Registration by Initiating Holders. If the Company shall receive from an Initiating Holder, at any time, a written request that the Company effect any registration with respect to all or a part of the Registerable Registrable Securities, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders of Registerable Registrable Securities; and (ii) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registerable Registrable Securities as are specified in such request, together with all or such portion of the Registerable Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) 15 days after written notice from the Company is given under subsection Section 3.2(a)(i) above; provided, however, that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this subsection Section 3.2(a): (A) In any particular jurisdiction Jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (B) After the Company has effected two (2) such registrations pursuant to Section 3.2 and such registrations have been declared or ordered effective and the sales of such Registerable Registrable Securities shall have closed;; or (C) If the Registerable Registrable Securities requested by all Holders to be registered pursuant to such request have an anticipated net aggregate public offering price (after any underwriting discounts and commissions) to the public of less than $5,000,00012,500,000; or (D) Prior to six (6) months after the date the Company's Initial Public Registration has been completed or after the date the Company has otherwise become subject to the reporting requirements of the Exchange ActJanuary 1, 2002. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of subsection 3.2(b)(iSection 3.2(b) below, include other securities of the Company which are held by officers or directors of the Company, or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company and such other holders shall have no absolute right to include any of its securities in any such registration.

Request for Registration by Initiating Holders. If the Company shall receive from an Initiating Holder, at any time, a written request that the Company effect any registration with respect to all or a part of the Registerable Registrable Securities, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders of Registerable Registrable Securities; and (ii) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registerable Registrable Securities as are specified in such request, together with all or such portion of the Registerable Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) 15 days after written notice from the Company is given under subsection Section 3.2(a)(i) above; provided, however, that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this subsection Section 3.2(a): (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (B) After the Company has effected a total of two (2) such registrations pursuant to Section 3.2 and such registrations have been declared or ordered effective and the sales of such Registerable Registrable Securities shall have closed;; or (C) If the Registerable Registrable Securities requested by all Holders to be registered pursuant to such request have an anticipated net aggregate public offering price (after any underwriting discounts and commissions) to the public of less than $5,000,00010,000,000; or (D) Prior to the earlier of the date that is three years after the date of this Agreement and the date that is six (6) months after the date the Company's ’s Initial Public Registration has been completed or after the date the Company has otherwise become subject to the reporting requirements of the Exchange ActRegistration. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of subsection 3.2(b)(iSection 3.2(b) below, include other securities of the Company which are held by officers or directors of the Company, or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company and such other holders shall have no absolute right to include any of its securities in any such registration.

Request for Registration by Initiating Holders. If the Company shall receive from an Initiating Holder, at any time, a written request that the Company effect any registration with respect to all or a part of the Registerable Registrable Securities, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders of Registerable Registrable Securities; and (ii) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registerable Registrable Securities as are specified in such request, together with all or such portion of the Registerable Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) 15 days after written notice from the Company is given under subsection Section 3.2(a)(i) above; provided, however, that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this subsection Section 3.2(a): (A) In any particular jurisdiction Jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (B) After the Company has effected two (2) such registrations pursuant to Section 3.2 and such registrations have been declared or ordered effective and the sales of such Registerable Registrable Securities shall have closed;; or (C) If the Registerable Registrable Securities requested by all Holders to be registered pursuant to such request have an anticipated net aggregate public offering price (after any underwriting discounts and commissions) to the public of less than $5,000,000; or (D) Prior to six (6) months the date that is three years after the date the Company's Initial Public Registration has been completed or after the date the Company has otherwise become subject to the reporting requirements of the Exchange Actthis Agreement. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of subsection 3.2(b)(iSection 3.2(b) below, include other securities of the Company which are held by officers or directors of the Company, or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company and such other holders shall have no absolute right to include any of its securities in any such registration.

Request for Registration by Initiating Holders. If the Company shall receive from an Initiating HolderHolders, at any timetime after the date sixty (60) calendar days from the date hereof, a written request that the Company effect any registration with respect to all or a part of that portion of the Registerable SecuritiesRegistrable Securities which consists of Common Stock, or alternately, at any time after the date two (2) calendar years from the date hereof, a written request that the Company effect any registration with respect to all or part of that portion of the Registrable Securities which consists of Series A Preferred Stock and/or Common Stock, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders of Registerable Registrable Securities; and (ii) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registerable Registrable Securities as are specified in such request, together with all or such portion of the Registerable Registrable Securities of any Holder or Holders joining in such request as are of the same class as those which are the subject of the request and are specified in a written request received by the Company within fifteen (15) 15 days after written notice from the Company is given under subsection 3.2(a)(iSection 2.2(a)(i) above; provided, however, that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this subsection 3.2(aSection 2.2(a): (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder;; or (B) After With respect to that portion of the Registrable Securities which consists of shares of Common Stock, after the Company has effected two (2) one such registrations registration of shares of Common Stock pursuant to Section 3.2 2.2 and such registrations have registration has been declared or ordered effective and the sales sale of such Registerable Registrable Securities shall have closed; (C) If ; and with respect to that portion of the Registerable Registrable Securities requested by all Holders to be registered pursuant to such request have an anticipated net aggregate public offering price (which consists of shares of Series A Preferred Stock, after any underwriting discounts and commissions) of less than $5,000,000; or (D) Prior to six (6) months after the date the Company's Initial Public Registration has been completed or after the date the Company has otherwise become subject effected one such registration of shares of Series A Preferred Stock pursuant to Section 2.2 and such registration has been declared or ordered effective and the reporting requirements sale of the Exchange Actsuch Registrable Securities shall have closed. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of subsection 3.2(b)(iSection 2.2(b) below, include other securities of the Company which are held by officers or directors of the Company, or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company and such other holders shall have no absolute right to include any of its securities in any such registration.