Common use of REQUEST FOR REGISTRATION ON FORM S Clause in Contracts

REQUEST FOR REGISTRATION ON FORM S. 3. If the Investor requests that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) or any similar short-form registration statement, for a public offering of Restricted Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed one million dollars ($1,000,000) and the Company is a registrant entitled to use Form S-3 to register the Restricted Securities for such an offering, the Company shall use its best efforts to cause such Restricted Securities to be registered on such form for the offering and to cause such Restricted Securities to be qualified as the Investor may reasonably request; provided, however, that the Company shall not be required to effect more than four (4) registrations pursuant to this Section 9.3(c) or more than one (1) such registration in any twelve (12) month period. After the Company's first public offering of its securities, the Company will use its best efforts to qualify for Form S-3 registration or a similar short-form registration. Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 9.3(c): (1) 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; (2) If the Company within ten (10) days of the receipt of the request described herein, gives notice of its bonafide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, or an offering solely to employees); (3) During the period starting with the date ninety (90) days prior to the Company's estimated date of filing, and ending on the date three (3) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan) provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (4) If the Company shall furnish to the Investor, a certificate signed by President of the Company stating that in good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registrations statements to be filed in the near future, then the Company's obligation to use its best effort to file a registration statement shall be deferred for a period not to exceed ninety (90) days from the receipt of request to file such registration by the Investor; provided, however, that the Company shall not exercise such right more than once in any twelve (12) month period.

REQUEST FOR REGISTRATION ON FORM S. 3. If Subject to the Investor requests terms of this Agreement, in the event that the Company file receives from the holder or holders of at least 25% of the Registrable Shares then outstanding, a written request that the Company effect any registration statement on Form S-3 (or any successor form to Form S-3S-3 regardless of its designation) or any similar short-form registration statement, for under the 1933 Act at a public offering of Restricted Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed one million dollars ($1,000,000) and time when the Company is a registrant entitled eligible to use register securities on Form S-3 (or any successor form to register the Restricted Securities Form S-3 regardless of its designation) for an offering of Registrable Shares which such holder or holders in their good faith discretion determine would have an offeringanticipated offering price of at least $ 1 million, the Company shall will promptly give written notice of the proposed registration to the holder or holders and will as soon as practicable use its best efforts to cause effect registration of the Registrable Shares specified in such Restricted Securities request, together with all or such portion of the Registrable Shares of any holder or holders joining in such request as are specified in a written request delivered to the Company within 20 days after written notice from the Company of the proposed registration. There shall be registered no limit to the number of occasions on such form for which the offering and Company shall be obligated to cause such Restricted Securities to be qualified as the Investor may reasonably request; providedeffect registration under this Section 5.2, however, that but the Company shall not be required obligated to effect more than four (4) one such registrations pursuant to this Section 9.3(c) or more than one (1) such registration in any twelve (12) 12 month period. After The Company agrees to keep a registration made pursuant to the Company's first public offering provisions of its securities, this Section 5.2 effective until the Company will use its best efforts earlier to qualify for Form S-3 occur of 90 days following the date such registration becomes effective or a similar short-form registrationuntil the holder or holders have completed the distribution described in the registration statement relating thereto. Notwithstanding the foregoing, the Company shall not be obligated to take effect any action registration pursuant to this Section 9.3(c):5.2: (1a) In if Form S-3 is not available for such offering by the holder or holders; (b) if the holder or holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public of less than $ 1 million before deduction of underwriting discounts and selling commissions; (c) if within 30 days of receipt of a written request from any holder or holders pursuant to this Section 5.2, the Company gives notice to such holder or holders of the Company's intention to make a public offering within 90 days; (d) if the Company shall furnish to the holder or holders a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company for any registration to be effected as requested under this Section 5.2, the Company shall have the right to defer the filing of a registration statement with respect to such offering for a period of not more than 90 days from delivery of the request of the holder or holders requesting such registration; provided, however, that the Company may not utilize this right more than once in any twelve (12)-month period; or (e) 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 unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2) If the Company within ten (10) days of the receipt of the request described herein, gives notice of its bonafide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, or an offering solely to employees); (3) During the period starting with the date ninety (90) days prior to the Company's estimated date of filing, and ending on the date three (3) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan) provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (4) If the Company shall furnish to the Investor, a certificate signed by President of the Company stating that in good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registrations statements to be filed in the near future, then the Company's obligation to use its best effort to file a registration statement shall be deferred for a period not to exceed ninety (90) days from the receipt of request to file such registration by the Investor; provided, however, that the Company shall not exercise such right more than once in any twelve (12) month periodcompliance.

REQUEST FOR REGISTRATION ON FORM S. 3. ------------------------------------ (a) If the Investor requests Initiating Holders request that the Company file a registration statement Registration Statement on Form S-3 (or any successor form to Form S-3) or any similar short-form registration statement, for a public offering of Restricted Securities, shares of Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, which would exceed one million dollars (not be less than $1,000,000) , and the Company is a registrant entitled to use Form S-3 to register the Restricted Registrable Securities for such an offering, the Company shall (i) promptly give written notice of the proposed registration to all other Holders, and (ii) use its best all reasonable efforts to cause such Restricted Registrable Securities to be registered Registered for the offering on such form for the offering and to cause such Restricted Registrable Securities to be qualified in such jurisdictions as the Investor Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than four (4) registrations one Registration pursuant to this Section 9.3(c) or more than one (1) such registration 7.3 in any twelve six (126) month period. After the Company's first public offering The substantive provisions of its securities, the Company will use its best efforts Section 7.5 shall be applicable to qualify for Form S-3 registration or a similar short-form registration. each Registration initiated under this Section 7.3. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action file a registration statement pursuant to this Section 9.3(c):7.3: (1i) In 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 qualification, or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2ii) If if the Company Company, within ten (10) days of the receipt of the request described hereinof the Initiating Holders, gives notice of its bonafide bona fide intention to effect the filing of a registration statement Registration Statement with the Commission within ninety sixty (9060) days of receipt of such request (other than the with respect to a registration statement Registration Statement relating to a Rule 145 transaction, transaction or an offering solely to employees), provided that the Company is actively employing in good faith all reasonable efforts to malice such Registration Statement to become effective; (3iii) During the period starting with the date ninety (90) days prior to the Company's estimated date of filing, and ending on the date three (3) within six months immediately following, following the effective date of any registration statement Registration Statement pertaining to the securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan) provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective); or (4iv) If if the Company shall furnish to the Investor, such Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registrations statements a Registration Statement to be filed in the near future, then the Company's obligation to use its best effort efforts to file a registration statement Registration Statement shall be deferred for a period not to exceed ninety (90) 60 days from the receipt of the request to file such registration by the Investor; provided, however, such Holder provided that the Company shall not exercise such the right contained in this paragraph (iv) more than once in any twelve (12) month period.

REQUEST FOR REGISTRATION ON FORM S. 3. ------------------------------------ (a) If the Investor one or more Initiating Holders requests that the Company file a registration statement Registration Statement on Form S-3 (or any successor form to Form S-3) or any similar short-form registration statement, for a public offering of Restricted Securities, shares of Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, which would exceed one million dollars (not be less than $1,000,000) , and the Company is a registrant entitled to use Form S-3 to register the Restricted Registrable Securities for such an offering, the Company shall use its best efforts (i) promptly give written notice of the proposed registration to cause all other Holders, and (ii) as soon as practicable effect such Restricted registration and all qualifications and compliance as may be so requested and as would permit or facilitate the sale and distribution of all of such portion of such Holder's or Holders' Registrable Securities to be registered on as are specified in such form for the offering and to cause such Restricted Securities to be qualified as the Investor may reasonably request; provided, however, that the Company shall not be required to effect more than four (4) registrations one Registration pursuant to this Section 9.3(c) or more than one (1) such registration 4.3 in any twelve six (126) month period. After the Company's first public offering The substantive provisions of its securities, the Company will use its best efforts Section 4.5 shall be applicable to qualify for Form S-3 registration or a similar short-form registration. each Registration initiated under this Section 4.3. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action file a registration statement pursuant to this Section 9.3(c):4.3: (1i) In 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 qualification, or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2ii) If if the Company Company, within ten thirty (1030) days of the receipt of the request described hereinof the Initiating Holders, gives notice of its bonafide bona fide intention to effect the filing of a registration statement Registration Statement with the Commission within ninety sixty (9060) days of receipt of such request (other than with respect to a registration statement Registration Statement relating to a Rule 145 transaction, transaction or an offering solely to employees), provided that the Company is actively employing in good faith all reasonable efforts to cause such Registration Statement to become effective provided that the foregoing is limited to one time in any twelve (12) month period; (3iii) During the period starting with the date ninety within one hundred eighty (90180) days prior to the Company's estimated date of filing, and ending on the date three (3) months immediately following, following the effective date of any registration statement Registration Statement pertaining to the securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan) provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective); or (4iv) If if the Company shall furnish to the Investor, such Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registrations statements a Registration Statement to be filed in the near future, then the Company's obligation to use its best effort efforts to file a registration statement Registration Statement shall be deferred for a period not to exceed ninety (90) 90 days from the receipt of the request to file such registration by the Investor; provided, however, such Holder provided that the Company shall not exercise such the right contained in this paragraph (iv) more than once in any twelve (12) month period.

REQUEST FOR REGISTRATION ON FORM S. 3. (a) If a Holder or Holders of the Investor requests outstanding Registrable Securities request that the Company file a registration statement Registration Statement on Form S-3 (or any successor form to Form S-3) or any similar short-form registration statement, for a public offering of Restricted Securities, shares of Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissionsSelling Expenses, would exceed one million dollars (not be less than $1,000,000) 500,000, and the Company is a registrant entitled to use Form S-3 to register the Restricted Registrable Securities for such an offering, the Company shall use its best all reasonable efforts to cause such Restricted Registrable Securities to be registered Registered for the offering on such form for the offering and to cause such Restricted Registrable Securities to be qualified in such jurisdictions as the Investor Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than four (4) registrations two Registrations pursuant to this Section 9.3(c) or more than one (1) such registration 7.3 in any twelve (12) month period. After the Company's first public offering The substantive provisions of its securities, the Company will use its best efforts Section 7.5 shall be applicable to qualify for Form S-3 each registration or a similar short-form registration. initiated under this Section 7.3. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action file a registration statement pursuant to this Section 9.3(c):7.3: (1i) In 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 qualification, or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2ii) If if the Company Company, within ten (10) days of the receipt of the request described hereinof the initiating Holders, gives notice of its bonafide bona fide intention to effect the filing of a registration statement Registration Statement with the Commission within ninety sixty (9060) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transactionrequest, or an offering solely to employees); (3) During the period starting with the date ninety (90) days prior to the Company's estimated date of filing, and ending on the date three (3) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan) provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement Registration Statement to become effective; (iii) within six months immediately following the effective date of any public offering of the Company's Common Stock; or (4iv) If if the Company shall furnish to the Investor, such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registrations statements a Registration Statement to be filed in the near future, then the Company's obligation to use its best effort efforts to file a registration statement Registration Statement shall be deferred for a period not to exceed ninety (90) 90 days from the receipt of the request to file such registration by the Investor; provided, however, such Holder provided that the Company shall not exercise such the right contained in this paragraph (iv) more than once in any twelve (12) month period.