Common use of Requests for a Form S-3 Registration Clause in Contracts

Requests for a Form S-3 Registration. Upon the later of (i) the Company becoming eligible for use of Form S-3 or any successor form thereto under the Securities Act in connection with a secondary public offering of its securities and (ii) the time at which the Holders may request a Demand Registration under Section 2.1(a), in the event that the Company shall receive from the S-3 Initiating Holders a written request that the Company register under the Securities Act on Form S-3 or any successor form then in effect (an “S-3 Registration”) the sale of all or a portion of the Registrable Securities owned by such S-3 Initiating Holders (which S-3 Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act (or any successor rule or regulation)), the Company shall give written notice of such request to all of the other Holders as promptly as practicable but in no event later than 10 days before the anticipated filing date of such Form S-3, which notice shall describe the proposed registration, the intended method of distribution of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such other Holders the opportunity to register the number of Registrable Securities as each such Holder may request in writing to the Company, given within 10 days of the date on which the Company sent the written notice of such registration. Each request for an S-3 Registration by the S-3 Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. With respect to each S-3 Registration, the Company shall, subject to Section 2.3(c), (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the other Holders who have 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 (collectively, the “S-3 Participating Holders”) and (ii) use its commercially reasonable efforts to cause such registration pursuant to this Section 2.3(a) to become and remain effective as soon as practicable but in no event earlier than 90 days after the effective date of any other Registration Statement of the Company that had been filed with the Commission but not yet declared effective at the time such registration was requested. Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten offering, if such price is below the price which any S-3 Participating Holder finds acceptable, such S-3 Participating Holder shall then have the right, by written notice to the Company, to withdraw its Registrable Securities from being included in such offering; provided, that such a withdrawal by any one of the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Participating Holders. If the S-3 Initiating Holders request, the Company shall cause such S-3 Registration to be made pursuant to an Automatic Shelf Registration Statement (provided such Automatic Shelf Registration Statement is available for use by the Company) and may omit the names of the S-3 Participating Holders and the amount of the Registrable Securities to be offered thereunder. The Company shall not be obligated to effect more than one S-3 Registration requested by the S-3 Initiating Holders described in clause (ii) of the definition thereof.

Requests for a Form S-3 Registration. Upon the later of (i) the Company becoming eligible for use of Form S-3 or any successor form thereto under the Securities Act in connection with a secondary public offering of its securities and (ii) the time at which the Holders may request a Demand Registration under Section 2.1(a), in the event that the Company shall receive from the S-3 Initiating Holders a written request that the Company register under the Securities Act on Form S-3 or any successor form then in effect (an “S-3 Registration”) the sale of all or a portion of the Registrable Securities owned by such S-3 Initiating Holders (which S-3 Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act (or any successor rule or regulation)), the Company shall give written notice of such request to all of the other Holders as promptly as practicable but in no event later than 10 days before the anticipated filing date of such Form S-3, which notice shall describe the proposed registration, the intended method of distribution of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such other Holders the opportunity to register the number of Registrable Securities as each such Holder may request in writing to the Company, given within 10 days of the date on which the Company sent the written notice of such registration. Each request for an S-3 Registration by the S-3 Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. With respect to each S-3 Registration, the Company shalls hall, subject to Section 2.3(c), (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the other Holders who have 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 (collectively, the “S-3 Participating Holders”) and (ii) use its commercially reasonable efforts to cause such registration pursuant to this Section 2.3(a) to become and remain effective as soon as practicable but in no event earlier than 90 days after the effective date of any other Registration Statement of the Company that had been filed with the Commission but not yet declared effective at the time such registration was requested. Notwithstanding the foregoing, immediately immedi ately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten offering, if such price is below the price which any S-3 Participating Holder finds acceptable, such S-3 Participating Holder shall then have the right, by written notice to the Company, to withdraw its Registrable Securities from being included in such offering; provided, that such a withdrawal by any one of the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Participating Holders. If the S-3 Initiating Holders request, the Company shall cause such S-3 Registration to be made pursuant to an Automatic Shelf Registration Statement (provided such Automatic Shelf Registration Statement is available for use by the Company) and may omit the names of the S-3 Participating Holders and the amount of the Registrable Securities to be offered thereunder. The Company shall not be obligated to effect more than one S-3 Registration requested by the S-3 Initiating Holders described in clause (ii) of the definition thereof.

Requests for a Form S-3 Registration. Upon the later of (i) the Company becoming eligible for use of Form S-3 or any successor form thereto under the Securities Act in connection with a secondary public offering of its securities and (ii) the time at which the Holders may request a Demand Registration under Section 2.1(a), in the event that the Company shall receive from the S-3 Initiating Holders a written request that the Company register under the Securities Act on Form S-3 or any successor form then in effect (an “S-3 Registration”) the sale of all or a portion of the Registrable Securities owned by such S-3 Initiating Holders (which S-3 Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act (or any successor rule or regulation)), the Company shall give written notice of such request to all of the other Holders as promptly as practicable but in no event later than 10 days before the anticipated filing date of such Form S-3, which notice shall describe the proposed registration, the intended method of distribution of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such other Holders the opportunity to register the number of Registrable Securities as each such Holder may request in writing to the Company, given within 10 days of the date on which the Company sent the written notice of such registration. Each request for an S-3 Registration by the S-3 Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. With respect to each S-3 Registration, the Company shall, subject to Section 2.3(c), (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the other Holders who have 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 (collectively, the “S-3 Participating Holders”) and (ii) use its commercially reasonable efforts to cause such registration pursuant to this Section 2.3(a) to become and remain effective as soon as practicable but in no event earlier than 90 days after the effective date of any other Registration Statement of the Company that had been filed with the Commission but not yet declared effective at the time such registration was requested. Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten offering, if such price is below the price which any S-3 Participating Holder finds acceptable, such S-3 Participating Holder shall then have the right, by written notice to the Company, to withdraw its Registrable Securities from being included in such offering; provided, that such a withdrawal by any one of the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Participating Holders. If the S-3 Initiating Holders request, the Company shall cause such S-3 Registration to be made pursuant to an Automatic Shelf Registration Statement (provided such Automatic Shelf Registration Statement is available for use by the Company) and may omit the names of the S-3 Participating Holders and the amount of the Registrable Securities to be offered thereunder. The Company shall not be obligated to effect more than one S-3 Registration requested by the S-3 Initiating Holders described in clause (ii) of the definition thereof.. Table of Contents