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

Request for S-3 Registration. Upon the Company becoming eligible for use of Form S-3 (or any successor form thereto) under the Securities Act in connection with a Public Offering of its securities, in the event that the Company shall receive from one or more Stockholders as a group holding 25% or more of the Registrable Securities held by all Stockholders (each, an “S-3 Initiating Holder”) a written request that the Company register under the Securities Act on Form S-3 (“Form S-3”) (or any successor form then in effect) (an “S-3 Registration”) all or a portion of the Registrable Securities owned by such Stockholders, the Company shall give written notice of such request to all of the Stockholders (other than the S-3 Initiating Holders that have requested an S-3 Registration under this Section 3.2(a)) at least ten (10) days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed registration and offer such Stockholders the opportunity to register the number of Registrable Securities as each such Stockholder may request in writing to the Company given within ten (10) days after their receipt from the Company of the written notice of such S-3 Registration. With respect to each S-3 Registration, the Company shall (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Registrable Securities of any Stockholder who has requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein and (ii) use its reasonable best efforts to cause such registration pursuant to this Section 3.2(a) to become and remain effective as soon as practicable, but in any event not later than ninety (90) days after it receives a request therefor.

Request for S-3 Registration. Upon At any time and from time to time after the Company becoming becomes eligible for to use of Form S-3 (or any successor form thereto) under the Securities Act in connection with a Public Offering public offering of its securities, in the event that Initiating Holders may make a written request to the Company to register, and the Company shall receive from one or more Stockholders as a group holding 25% or more of the Registrable Securities held by all Stockholders (eachregister, an “S-3 Initiating Holder”) a written request that the Company register under the Securities Act on Form S-3 (“Form S-3”) (or any successor form then in effect) (an “a "S-3 Registration”) "), all or a portion of the Registrable Securities owned by such StockholdersInitiating Holders; provided, however, each registration in respect to a S-3 Registration must include Registrable Securities having an aggregate market value of at least $5,000,000 (based on the Current Market Value of such Registrable Securities to be included in such S-3 Registration on the date of filing of the Form S-3). Each such request for a S-3 Registration by the Initiating Holders in respect thereof shall specify the number of shares of Registrable Securities to be disposed of in such S-3 Registration, the intended method of disposition thereof, the jurisdictions in which registration is desired and that the request is for a S-3 Registration under this Section 7.3(a). Within five (5) days after the receipt of such request, the Company shall give written notice thereof to all other Holders holding Registrable Securities. Any such Holder may, within 10 days after such notice is given, request in writing that all of such Holder's Registrable Securities, or any portion thereof designated by such Holder, be included in the registration. Each request to all of the Stockholders (other than the S-3 Initiating Holders that have requested an S-3 Registration under this Section 3.2(a)) at least ten (10) days before the anticipated filing date of such Form S-3, and such notice from a Holder shall describe the proposed registration and offer such Stockholders the opportunity to register specify the number of Registrable Securities as each to be registered and the jurisdictions in which registration is desired. The failure of any Holder to respond within such Stockholder may request in writing 10-day period shall be deemed to the Company given within ten (10) days after their receipt from the Company of the written notice be a waiver of such S-3 Registration. With Holder's rights under this Section 7.3(a) with respect to each S-3 Registration, the Company shall (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Registrable Securities of any Stockholder who has requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein and (ii) use its reasonable best efforts to cause such registration pursuant to this Section 3.2(a) to become and remain effective as soon as practicable, but in any event not later than ninety (90) days after it receives a request therefor.S-3

Request for S-3 Registration. Upon Subject to Section 2.2(b)(ii), if at any time after the Company becoming eligible for use of is a registrant entitled to file a registration statement on Form S-3 (or any successor or similar short-form theretoregistration statement promulgated by the Commission (collectively, “Commission Form S-3”), the Company shall receive a written request from the Majority Preferred Stock Holders (an “S-3 Registration Request”) that the Company effect the registration under the Securities Act in connection with a Public Offering of its securities, in the event that the Company shall receive from one all or more Stockholders as a group holding 25% or more part of the Registrable Securities held by all Stockholders (each, an “S-3 Initiating Holder”) a written request that the Company register under the Securities Act on Form S-3 (“Form S-3”) (or any successor form then in effect) (an “S-3 Registration”) all or , and together with S-1 Registration, a portion of the Registrable Securities owned by such Stockholders“Requested Registration”), then the Company shall give written notice of such request to all of the Stockholders (other than the S-3 Initiating Holders that have requested an S-3 Registration under this Section 3.2(a)x) at least ten (10) days before the anticipated filing date of such Form S-3promptly, and such notice shall describe the proposed registration and offer such Stockholders the opportunity to register the number of Registrable Securities as each such Stockholder may request in writing to the Company given any event within ten (10) days after their receipt from the Company of the days, give written notice of the proposed registration to all other Preferred Stock Holders (an “S-3 Registration Notice”), and (y) use its best efforts to effect the registration under the Securities Act of the Registrable Securities that the Company has been so requested to register on behalf of the requesting Majority Preferred Stock Holder(s) and any Preferred Stock Holder joining in such request (as is specified in a written request by each such Preferred Stock Holder received by the Company within fifteen (15) days after delivery of the S-3 RegistrationRegistration Notice) in accordance herewith within thirty (30) days after receipt of the S-3 Registration Request. With respect Subject to each S-3 RegistrationSection 2.1(c), the Company shall (i) may include in such offering S-3 Registration other securities of the Company for sale, for the Company’s account or for the account of any other person. As an alternative to filing a series of registration statements on Commission Form S-3, the Company may fulfill its obligations under this Section 2.1(b) by filing and causing to be declared effective under Rule 415 one registration statement on Form S-3 covering all of the Registrable Securities of the S-3 Initiating Holders and the Registrable Securities of any Stockholder who has requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein and (ii) use its reasonable best efforts to cause such registration pursuant to this Section 3.2(a) to become and remain effective as soon as practicable, but in any event not later than ninety (90) days after it receives a request thereforSecurities.