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

Request for Registration on Form S-3. If at any time and from time to time after the date which is 180 days after the closing of the Corporation’s initial underwritten public offering of Common Stock pursuant to a registration statement and thereafter, in the event that the Corporation shall receive from the Holders of outstanding Registrable Securities a written request that the Corporation effect any registration with respect to Registrable Securities on Form S-3 (or any successor form to Form S-3 regardless of its designation) at a time when the Corporation is eligible to register securities on Form S-3 (or any successor form to Form S-3 regardless of its designation) for an offering of Registrable Securities, the Corporation shall promptly give notice thereof to all Holders of Registrable Securities. Each Holder shall have the right, by giving notice to the Corporation within 15 days following receipt by it of such notice from the Corporation, to elect to have included in such registration such of its Registrable Securities as such Holders shall request in such notice of election, subject to Section 2.1(c). The Corporation shall use its best efforts to effect registration of the Registrable Securities specified in such request and notice of election; provided that the Corporation shall not be required to effect a registration pursuant to this Section 2.1(b) unless Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of underwriting discounts and expenses of sale) of at least $1,000,000; and provided, further, that the Corporation shall not be required to effect more than two (2) such registrations pursuant to this Section 2.1(b) within any twelve-month period.

Request for Registration on Form S-3. If at any time and from time to time after In case the date which is 180 days after the closing of the Corporation’s initial underwritten public offering of Common Stock pursuant to a registration statement and thereafter, in the event that the Corporation Company shall receive from any Holder or Holders owning, individually or in the Holders aggregate, Registrable Securities representing not less than 20% of the outstanding Registrable Securities Securities, a written request or requests that the Corporation Company effect any a registration with respect to Registrable Securities on Form S-3 (or Form S-2, or any successor form to Form S-3 regardless or Form S-2, and any related qualification or compliance with respect to all or a part of its designation) at a time when the Corporation is eligible to register securities on Form Registrable Securities owned by such Holder (an "S-3 (or any successor form to Form S-3 regardless of its designation) for an offering of Registrable SecuritiesRegistration"), the Corporation shall Company will promptly give written notice thereof of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities. Each Holder shall have ; and at any time after 180 days following the right, by giving notice effective date of any firm commitment underwritten initial public offering or after 180 days following the effective date of any subsequent registered underwritten offering of the Company's Common Stock to the Corporation within 15 days following receipt by it general public, as applicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such notice from the Corporation, to elect to have included in such registration such of its Holder's or Holders' Registrable Securities as such Holders shall request are specified in such notice of electionrequest, subject to Section 2.1(c). The Corporation shall use its best efforts to effect registration together with all or such portion of the Registrable Securities specified of any other Holder or Holders joining in such request and as are specified in a written request given within fifteen (15) days after receipt of such written notice of election; provided that from the Corporation Company. Notwithstanding the foregoing, the Company shall not be required obligated to effect a registration any such registration, qualification or compliance pursuant to this Section 2.1(b2.3: (i) unless Holders requesting registration if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to dispose of shares of sell Registrable Securities having and such other securities (if any) at an aggregate price to the public (before deduction of underwriting discounts and expenses of sale) of at least less than $1,000,000; and provided, further(ii) if the Company has, that within the Corporation shall not be required to effect more than two six (26) month period preceding the date of such registrations request, already effected a registration for the Holders pursuant to this Section 2.1(b2.3, (iii) within in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, or (iv) notwithstanding the foregoing, if the Company shall furnish to Holders requesting registration pursuant to this Section 2.3, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement (and if such judgment is based on legal restrictions, the Board shall have obtained written advice confirming such restrictions from outside legal counsel), the Company shall have the right to defer taking action with respect to such filing for a period of not more than 90 days after receipt of the request of the Holders initiating such registration; provided, however, that the Company may not utilize this right more than once in any twelve-month period. The Company may include in the registration under this Section 2.3 any other shares of Common Stock, subject to the priority of the cutback provisions of Section 2.1(d) above. Subject to the foregoing, the Company shall file such registration statement as is then available to the Company covering the Registrable Securities and other securities so requested to be registered as soon as practicable, and in no event later than 30 days, after receipt of the request or requests of the Holders. The Holders shall have the right to make unlimited requests for registration under this Section 2.3.