Common use of Request for Registration on Form Other Than Form S-3 Clause in Contracts

Request for Registration on Form Other Than Form S-3. Subject to the terms of this Agreement, in the event that the Company shall receive from the Initiating Holders at any time after the earlier of (i) three (3) years after the date of this Agreement and (ii) six (6) months after the effective date of the Company’s initial public offering of shares of Common Stock under a Registration Statement, a written request that the Company effect any Registration with respect to all or a part of the Registrable Securities on a form other than Form S-3 for an offering reasonably anticipated to have an aggregate offering price to the public which would exceed Five Million Dollars ($5,000,000), the Company shall (i) promptly give written notice of the proposed Registration to all other Holders and shall (ii) as soon as practicable, use its reasonable best efforts to effect Registration of the Registrable Securities specified in such request, together with any Registrable Securities of any Holder joining in such request as are specified in a written request given within twenty (20) days after written notice from the Company. The Company shall not be obligated to take any action to effect any such Registration pursuant to this Section 3.1.1: (i) after the Company has effected two (2) such Registrations pursuant to this Section 3.1.1 and such Registrations have been declared effective; provided that either (A) the conditions of Section 3.4(a) have been satisfied or (B) the registration statements continue to remain effective and there are no stop orders in effect with respect to such registration statements; (ii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to the Company’s initial public offering, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iii) if within thirty (30) days of receipt of a written request from the Initiating Holders pursuant to Section 3.1.1, the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement, within ninety (90) days; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 3.1.3 below.

Request for Registration on Form Other Than Form S-3. Subject to the terms of this Agreement, in the event that the Company shall receive from the Initiating Holders at any time after the earlier of (i) three two (32) years after the date of this Agreement and (ii) six (6) months after the effective date of the Company’s initial public offering of shares of Common Stock under a Registration Statement, a written request that the Company effect any Registration with respect to all or a part of the Registrable Securities on a form other than Form S-3 for an offering of at least thirty percent (30%) of the then outstanding Registrable Securities, or a lesser percentage if the reasonably anticipated to have an aggregate offering price to the public which would exceed (before deduction of underwriter discounts and commissions) is not less than Five Million Dollars ($5,000,000), the Company shall (i) promptly give written notice of the proposed Registration to all other Holders and shall (ii) as soon as practicable, use its reasonable best efforts to effect Registration of the Registrable Securities specified in such request, together with any Registrable Securities of any Holder joining in such request as are specified in a written request given within twenty (20) days after written notice from the Company. The Company shall not be obligated to take any action to effect any such Registration pursuant to this Section 3.1.1: (i) after at any such time as the Company has effected two (2) such Registrations in any twelve (12)-month period pursuant to this Section 3.1.1 and such Registrations have been declared effective; provided that either (A) , and, upon the conditions request of Section 3.4(a) have been satisfied the Holders of a majority of the Registrable Securities registered thereunder, has kept effective for up to 120 days, or (B) until the registration statements continue to remain effective and there are no stop orders distribution described in effect with respect to such registration statementsRegistration Statement is completed, if earlier; (ii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement Registration Statement pertaining to the Company’s initial any public offering, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable is actively employing in good faith all commercially reasonable efforts to cause such registration statement Registration Statement to become effective; (iii) if within thirty (30) days of receipt of a written request from the Initiating Holders pursuant to Section 3.1.1, the Company gives notice to the Holders of the Company’s intention to file a registration statement Registration Statement for a public offering, other than pursuant to a Special Registration Statement, within ninety (90) days; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such Registration Statement to become effective; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 3.1.3 below.

Request for Registration on Form Other Than Form S-3. Subject to the terms of this Agreement, in the event that the Company shall receive from the Initiating Holders, the Initiating Series D Holders or the Initiating Series E Holders at any time after the earlier of (i) three (3) years after the date of this Agreement and (ii) six (6) months after the effective date of the Company’s initial Registered public offering of shares of Common Stock under a Registration Statement, a written request that the Company effect any Registration (including a shelf Registration pursuant to Rule 415 of the Securities Act) with respect to all or a part of the Registrable Securities on a form other than Form S-3 for an offering reasonably anticipated to have an aggregate offering price to of at least twenty percent (20%) of the public which would exceed Five Million Dollars then outstanding Registrable Securities ($5,000,000or twenty percent (20%) of the then outstanding Registrable Securities issued or issuable upon conversion of the Series D Preferred Stock in the case of a written request by the Initiating Series D Holders or twenty percent (20%) of the then outstanding Registrable Securities issued or issuable upon conversion of the Series E Preferred Stock in the case of a written request by the Initiating Series E Holders), the Company shall (i) promptly give written notice of the proposed Registration to all other Holders and shall (ii) as soon as practicable, use its reasonable best efforts to effect Registration of the Registrable Securities specified in such request, together with any Registrable Securities of any Holder joining in such request as are specified in a written request given within twenty (20) days after written notice from the Company. The Company shall not be obligated to take any action to effect any such Registration pursuant to this Section 3.1.1: (i) after the Company has effected two (2) such Registrations pursuant to this Section 3.1.1 and such Registrations have been declared effective; provided provided, however, that either the Initiating Series D Holders and the Initiating Series E Holders shall each be entitled to request two (A2) such Registrations pursuant to this Section 3.1.1 in addition to any such Registrations requested by the conditions of Section 3.4(a) have been satisfied or (B) the registration statements continue to remain effective and there are no stop orders in effect with respect to such registration statementsInitiating Holders; (ii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to any public offering of the Company’s initial public offeringsecurities, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effectiveeffective as soon as practicable after such one hundred eighty (180) day period; (iii) if within thirty (30) days of receipt of a written request from the Initiating Holders, the Initiating Series D Holders or the Initiating Series E Holders pursuant to Section 3.1.1, the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement, within ninety (90) daysdays of receipt of such written request; or (iv) if the Initiating Holders, the Initiating Series D Holders or the Initiating Series E Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 3.1.3 below.

Request for Registration on Form Other Than Form S-3. (a) Subject to the terms of this Agreement, in the event that if the Company shall receive from the Initiating Holders at any time after the earlier of (i) three (3) years after the date of this Agreement December 31, 2011 and (ii) six (6) months after the effective date of the Company’s initial public offering of shares of Common Stock under a Registration Statement, a written request that the Company effect any Registration with respect to all or a part at least 20% of the Registrable Securities on then held by all Holders of Registrable Securities, or a form other than Form S-3 for an offering lesser number of Registrable Securities sufficient to comprise a reasonably anticipated to have an aggregate offering price to the public which would exceed Five Million Dollars (not less than $5,000,000)7,000,000, the Company shall at its expense (i) promptly give written notice of the proposed Registration to all other Holders and shall (ii) as soon as practicable, use its reasonable best efforts to effect Registration of the Registrable Securities specified in such request, together with any Registrable Securities of any Holder joining in such request as are specified in a written request given within twenty (20) days after such Holder’s receipt of written notice of the Proposed Registration from the Company. (b) If, at any time at which the Company is eligible to file a registration statement on a Short-Form Registration Statement, Holders propose to sell Registrable Securities with a reasonably anticipated aggregate offering price of at least $750,000 pursuant to a Short-Form Registration Statement, and if such Holders give the Company a written request that the Company effect such Registration, the Company shall at its expense (i) promptly give written notice of the proposed Registration to all other Holders and shall (ii) use its best efforts to effect Registration of the Registrable Securities specified in such request, together with any Registrable Securities of any Holder joining in such request as are specified in a written request given within twenty (20) days after such Holder’s receipt of written notice of the proposed Registration from the Company. The Company shall not be obligated to take any action to effect any such Registration pursuant to an initial public offering under this Section 3.1.1: 6.1 unless such offering is a Qualified IPO (i) after the Company has effected two (2) such Registrations pursuant to this Section 3.1.1 and such Registrations have been declared effective; provided that either (A) the conditions of Section 3.4(a) have been satisfied or (B) the registration statements continue to remain effective and there are no stop orders in effect with respect to such registration statements; (ii) during the period starting with the date of filing ofas appropriately adjusted for stock splits, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to the Company’s initial public offeringdividends, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iii) if within thirty (30) days of receipt of a written request from the Initiating Holders pursuant to Section 3.1.1reclassifications, the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement, within ninety (90) days; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 3.1.3 belowetc.).

Request for Registration on Form Other Than Form S-3. Subject to the terms of this Agreement, in the event that the Company shall receive from the Initiating Holders Holder(s) at any time after the earlier of (i) September 13, 2000, or (ii) three (3) years after the date of this Agreement and (ii) six (6) months after the effective date of a Qualified Public Offering (provided that, if so required in writing by the Company’s initial public offering underwriter(s) of shares the Qualified Public Offering, such three-month period may be extended to a period not to exceed the greater of Common Stock under a (I) the length of the lock-up period imposed on members of senior management of the Company in connection with the Qualified Public Offering and (II) six (6) months, provided further that if such three-month period is so extended, the Company shall use its reasonable best efforts to arrange for the Registration Statementprovided for in this Section 2.1(a) to be effective at or before the end of such extended period), a written request that the Company effect any a Registration with respect to all or a part of the Registrable Securities of such Initiating Holder(s) on a form other than Form S-3 for an offering reasonably anticipated to have of (x) in the case of a request delivered by Initiating Holder(s), other than a Significant Holder of at least twenty-five percent (25%) of the then outstanding Series E Registrable Securities, at least twenty-five percent (25%) of the then outstanding Series F Registrable Securities or at least twenty-five percent (25%) of the then outstanding Series G Registrable Securities, or (y) in the case of a request from an aggregate offering price to Initiating Holder who is a single Significant Holder, at least fifty percent (50%) of the public which would exceed Five Million Dollars ($5,000,000)then outstanding Registrable Securities represented by Convertible Securities owned by such Significant Holder, the Company shall (iA) promptly give written notice of the proposed Registration to all other Holders and shall (iiB) as soon as practicable, use its reasonable best efforts to effect Registration of the Registrable Securities specified in such requestrequest of the Initiating Holder(s), together with any Registrable Securities of any Holder joining in such request as are specified in a written request given within twenty (20) business days after written notice from the Company. The Company shall not be obligated to take any action to effect any such Registration pursuant to this Section 3.1.1: 2.1(a) (i) except as provided above, within the three (3) to six (6) months period referred to in the first sentence of this Section 2.1(a) or (ii) after the Company has effected two (2) such Registrations pursuant to this Section 3.1.1 2.1(a) in which the Company has not Registered securities for its own account and such Registrations have been declared effective; provided that either (A) . If the conditions number of Section 3.4(a) have been satisfied or (B) the registration statements continue Registrable Securities proposed to remain effective and there are no stop orders in effect with respect to such registration statements; (ii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to the Company’s initial public offering, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iii) if within thirty (30) days of receipt of a written request from be Registered by the Initiating Holders Holder(s) is reduced pursuant to Section 3.1.12.1(e)(iii), such Registration shall not count toward the Company gives notice limit of two (2) Registrations referred to in the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement, within ninety (90) days; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 3.1.3 belowpreceding sentence.

Request for Registration on Form Other Than Form S-3. Subject to the terms of this Agreement, in the event that the Company shall receive from the Initiating Holders Holders, at any time after the earlier of (i) three (3) years after the date of this Agreement and (ii) after, six (6) months after from the effective date of the Company’s initial first registration statement for a public offering of shares securities of Common Stock under the Company (other than a Special Registration Statement), a written request that the Company effect any Registration with respect to all or a part of the Registrable Securities on a form other than Form S-3 for an offering of all or a part of the then outstanding Registrable Securities, the reasonably anticipated to have an aggregate offering price to the public of which would exceed Five Million Dollars ($5,000,000), net of Selling Expenses, the Company shall (i) promptly give written notice of the proposed Registration to all other Holders and shall (ii) as soon as practicable, use its reasonable best efforts to effect Registration of the Registrable Securities specified in such request, together with any Registrable Securities of any Holder joining in such request as are specified in a written request given within twenty (20) days after written notice from the Company. The Company shall not be obligated to take any action to effect any such Registration pursuant to this Section 3.1.1: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; (ii) after the Company has effected two (2) such Registrations pursuant to this Section 3.1.1 and such Registrations have been declared effective; provided that either (A) the conditions of Section 3.4(a) have been satisfied or (B) the registration statements continue to remain effective and there are no stop orders in effect with respect to such registration statements; (iiiii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to the Company’s initial any public offering, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iiiiv) if within thirty (30) days of receipt of a written request from the Initiating Holders pursuant to Section 3.1.1, the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement, within ninety one hundred twenty (90120) days; or (ivv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 3.1.3 below.