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 (a) June 30, 2013 and (b) 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 the reasonably anticipated aggregate net offering proceeds of which shall be no less than Twenty Million Dollars ($20,000,000), 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 ninety (90) 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) within six (6) months of the effective date of a Registration initiated by the Company or (ii) after the Company has effected three (3) such Registrations pursuant to this Section 3.1.1 and such Registrations have been declared effective.

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 of at least 20% of the Registrable Securities at any time after the earlier of (ai) June 30five years after the date of this Agreement, 2013 and or (bii) six (6) months after the effective date closing 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 20% of the reasonably then outstanding Registrable Securities, with an anticipated aggregate offering price to the public, net offering proceeds of which shall be no less Selling Expenses, of greater than Twenty Million Dollars ($20,000,000)10,000,000, the Company shall (ia) promptly promptly, but in no event later than 10 days after such request was given, give written notice of the proposed Registration to all other Holders Holders, and shall (iib) as soon as practicable, use its reasonable best efforts to effect and in any event within 60 days after the date of such request, file a Form S-1 Registration Statement covering all 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 ninety (90) 20 days after written notice from the Company. The Company shall not be obligated to take any action to effect any such Registration registration pursuant to this Section 3.1.1 (i) within six (6) months of the effective date of a Registration initiated by the Company or (ii) 6.1 after the Company has effected three (3) two such Registrations pursuant to this Section 3.1.1 6.1 and such Registrations have been declared effective.