Common use of Required Registration Clause in Contracts

Required Registration. Upon request of a Holder owning at least 5,000 Shares or Registrable Securities not theretofore registered under the Act, the Company shall prepare and if it is then eligible file a registration statement on Form S-3 under the Act covering the resale of the Registrable Securities which are the subject of such requests and shall use its best efforts to cause such registration statement to become effective and to remain effective for at least 24 months. In addition, upon the receipt of the aforementioned request, the Company shall promptly give written notice to all other record Holders of Shares or Registrable Securities that such registration is to be effected. The Company shall include in such registration statement such Registrable Securities for which it has received written requests to register by such other Holders within fifteen (15) days after the Company's written notice to such other Holders. The Company shall be obligated to prepare, file and cause to become effective only two (2) registration statements pursuant to this Section 4(b). In the event that the holders of a majority of the Registrable Securities for which registration has been requested pursuant to this Section determine for any reason not to proceed with a registration at any time before the registration statement has been declared effective by the Commission, and such Holders thereafter request the Company to withdraw such registration statement, the Holders of such Registrable Securities agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to such registration statement, then, and in such event, the Holders of such Registrable Securities shall not be deemed to have exercised their right to require the Company to register Registrable Securities pursuant to this Section 4(b).

Required Registration. Upon If at any time the Company receives the written request from the Holder of a Holder owning at least 5,000 Shares or Registrable Securities not theretofore registered under the Actthis Warrant, the Company shall prepare and if it is then eligible file a registration statement on Form S-3 under the Securities Act covering the resale of the Registrable Securities Warrant Shares which are the subject of such requests and shall use its best efforts to cause such registration statement to become effective and effective; provided, however, that all Warrant Shares covered by such registration statement shall be converted into Common Stock prior to remain effective for at least 24 monthsinclusion in such registration statement. In addition, upon the receipt of the aforementioned request, the Company shall promptly give written notice to all other record Holders holders of Warrant Shares or Registrable Securities that such registration is to be effected. The Company shall include in such registration statement such Registrable Securities Warrant Shares for which it has received written requests to register by such other Holders record holders within fifteen (15) days after the Company's written notice to such other Holdersrecord holders. The Company shall be obligated to prepare, file and cause to become effective only two (2) registration statements pursuant to this Section 4(b8(a). In the event that the holders of a majority of the Registrable Securities Warrant Shares for which registration has been requested pursuant to this Section determine for any reason not to proceed with a registration at any time before the registration statement has been declared effective by the Commission, and such Holders holders thereafter request the Company to withdraw such registration statement, the Holders holders of such Registrable Securities Warrant Shares agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to such registration statement, then, and in such event, the Holders holders of such Registrable Securities Warrant Shares shall not be deemed to have exercised their right to require the Company to register Registrable Securities Warrant Shares pursuant to this Section 4(b8(a).

Required Registration. Upon request After receipt of a Holder owning written request from one or more Series 1 Holders (as listed on the signature page hereof) or any Affiliate thereof requesting that Company effect the registration under the Securities Act of Registrable Securities representing at least 5,000 Shares or an aggregate of 10% of the total of all Registrable Securities not theretofore registered under then held by such Series 1 Holder and its Affiliates, and specifying the Actintended method or methods of disposition thereof, the Company shall prepare and if it is then eligible file a registration statement on Form S-3 under the Act covering the resale promptly, but in no event later than fifteen (15) Business Days following receipt of such request, notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3, may elect (by written notice sent to Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned Company's notice) to have Registrable Securities which are belonging to such Holder included in such registration thereof pursuant to this Section 2 (subject to the subject penultimate sentence of such requests and shall Section 3). Thereupon Company shall, as expeditiously as is possible, use its best efforts to cause such effect the registration statement to become effective and to remain effective for at least 24 months. In addition, upon under the receipt Securities Act of the aforementioned request, the Company shall promptly give written notice to all other record Holders of Shares or Registrable Securities that such registration is to be effected. The which Company shall include in such registration statement such Registrable Securities for which it has received written requests been so requested to register by such other Holders within fifteen for sale, all to the extent required to permit the disposition (15in accordance with the intended method or methods thereof, as aforesaid) days after of the Company's written notice to such other Holders. The Registrable Securities so registered; provided, however, that Company shall not be obligated required to prepare, file and cause to become effective only effect more than two (2) registration statements registrations of any Registrable Securities for each Series 1 Holder pursuant to this Section 4(b2, unless Company shall be eligible to file a Registration Statement on Form S-3 (or other comparable short form) under the Securities Act (a "Short Form Registration Statement"). In , in which event there shall be no limit on the event that the holders number of a majority of the Registrable Securities for which registration has been requested such registrations pursuant to this Section determine for any reason not to proceed with a registration at any time before the registration statement has been declared effective by the Commission, and such Holders thereafter request the Company to withdraw such registration statement, the Holders of such Registrable Securities agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to such registration statement, then, and in such event, the Holders of such Registrable Securities shall not be deemed to have exercised their right to require the Company to register Registrable Securities pursuant to this Section 4(b)2.

Required Registration. Upon If Form S-3 or any successor form ("Form S-3") promulgated by the Securities and Exchange Commission (the "Commission") is available for use by the Company and any record holder of holders of Purchased Stock (as defined in Section 9.6) and the Company shall receive a written request therefor from any such record holder or holders of a Holder owning an aggregate of at least 5,000 Shares or Registrable Securities a majority of the shares of Purchased Stock not theretofore registered under the Securities Act of 1933, as amended (the "Securities Act"), and sold, the Company shall prepare and if it is then eligible file a registration statement on Form S-3 under the Securities Act covering the resale shares of the Registrable Securities Purchased Stock which are the subject of such requests request and shall use its best efforts to cause such registration statement to become effective and to remain effective for at least 24 monthseffective. In addition, upon the receipt of the aforementioned such request, the Company shall promptly give written notice to all other record Holders holders of Shares or Registrable shares of Purchased Stock not theretofore registered under the Securities Act and sold that such registration is to be effected. The Company shall include in such registration statement such Registrable Securities shares of Purchased Stock for which it has received written requests and for which Form S-3 is available to register by such other Holders record holders within fifteen (15) 30 days after the delivery of the Company's written notice to such other Holdersrecord holders. The Company shall be obligated to prepare, file and cause to become effective only two (2) one such registration statements statement pursuant to this Section 4(b)9.1, and to pay the expenses associated with such registration statement. In the event that the holders of a majority of the Registrable Securities Purchased Stock for which registration has been requested pursuant to this Section 9.1 determine for any reason not to proceed with a registration at any time before the a registration statement has been declared effective by the Commission, and such Holders thereafter request the Company to withdraw such registration statement, if theretofore filed with the Holders Commission, is withdrawn with respect to the Purchased Stock covered thereby, and the holders of such Registrable Securities Purchased Stock agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to such the registration statement, then, and in such event, the Holders of such Registrable Securities Purchased Stock, then the holders of such Purchased Stock shall not be deemed to have exercised their right to require the Company to register Registrable Securities Purchased Stock pursuant to this Section 4(b)9.1. If, at the time any written request for registration is received by the Company pursuant to this Section 9.1, the Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities by it or any of its security holders, such written request shall be deemed to have been given pursuant to Section 9.2 hereof rather than this Section 9.1, and the rights of the holders of Purchased Stock covered by such written request shall be governed by Section 9.2 hereof. Notwithstanding the foregoing, the Company shall have the right to defer the filing of the registration statement pursuant to this Section 9.1 or, if such registration statement has been declared effective, the Company shall have the right to suspend the ability of such holders to sell Purchased Stock pursuant to such registration statement, in either case for up to no more than 90 days, if (i) in the written opinion of counsel for the Company, the Company would thereby be required to disclose nonpublic information relating to pending corporate developments or business transactions involving the Company or its subsidiaries not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of the Company's Board of Directors, such disclosure at such time would adversely affect the Company or such corporate development or business transaction contemplated by the Company or its subsidiaries; provided, however, that the Company may not use this right of deferral or suspension during the last six months of the term of this Warrant or on more than one occasion in any 12-month period; and provided, further, that the holders making a written request to effect a registration that the Company defers pursuant hereto may, at any time, during such deferral, withdraw such request for such registration and thereby preserve the right provided in this Section 1 to again request such registration. Notwithstanding the foregoing, the Company shall not be required to include in any registration requested pursuant to this Section 9.1 any shares of Common Stock (or any other securities) issued upon exercise or conversion of the Warrant and then held by any holder who is able at such time to sell all such shares or other securities pursuant to Rule 144(k) under the Securities Act. Without the written consent of the holders of a majority of the Purchased Stock for which registration has been requested pursuant to this Section 9.1, neither the Company nor any other holder of securities of the Company may include securities in such registration if in the good faith judgment of the managing underwriter of such public offering the inclusion of such securities would interfere with the successful marketing of the Purchased Stock or require the exclusion of any portion of the Purchased Stock to be registered. The rights granted by this Section 9.1 may be transferred to and are exercisable by subsequent transferees of any shares of Purchased Stock, except with respect to shares of Purchased Stock that have been registered under the Securities Act and sold.

Required Registration. Upon request the receipt by the Company of a Holder owning at least 5,000 written request for the registration of Common Shares from a Schedule I Shareholder who individually or Registrable Securities together with other holders of securities of the Company executing such request holds securities of the Company representing not theretofore registered under less than 40% of the ActCompany's then outstanding Common Shares considered on a Fully Diluted Basis, the Company shall promptly prepare and if it is then eligible file file, at its expense, a registration statement on Form S-3 under the Securities Act covering the resale of the Registrable Securities Common Shares which are the subject of such requests request and shall use its best efforts to cause such registration statement to become effective and to remain effective for at least 24 months. In additioneffective; PROVIDED, upon the receipt of the aforementioned requestHOWEVER, that the Company shall promptly give written notice only be required to all other record Holders of register Common Shares (as opposed to Preferred Shares or Registrable Securities any other securities of the Company); PROVIDED FURTHER, that such registration is to be effected. The the Company shall include in not be required to bear the expense of more than one such registration statement such Registrable Securities for which it has received written requests to register by such other Holders within fifteen (15) days after the Company's written notice to such other Holders. The Company shall be obligated to prepare, file and cause to become effective only two (2) registration statements pursuant to this Section 4(b)registration. In the event that the holders Schedule I Shareholder who has requested the registration of a majority of the Registrable Securities for which registration has been requested Common Shares pursuant to this Section determine 5.1 determines for any reason not to proceed with a registration at any time before the registration statement has been declared effective by the Securities and Exchange Commission (the "Commission"), and such Holders thereafter request the Company to withdraw such registration statement, if theretofore filed with the Holders of such Registrable Securities agree Commission, is withdrawn with respect to the Common Shares covered thereby, and the Schedule I Shareholder agrees to bear their its own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to such the registration statement, then, and in such event, the Holders of such Registrable Securities Common Shares, then such Schedule I Shareholder shall not be deemed to have exercised their its right to require the Company to register Registrable Securities Common Shares pursuant to this Section 4(b)5.1 at the expense of the Company.

Required Registration. Upon request (a) After receipt of a Holder owning written request from the Holders of Registrable Securities requesting that Company effect a registration under the Securities Act covering at least 5,000 Shares or Registrable Securities not theretofore registered under the Act, the Company shall prepare and if it is then eligible file a registration statement on Form S-3 under the Act covering the resale thirty (30%) percent of the Registrable Securities which are outstanding as of the subject date hereof, and specifying the intended method or methods of disposition thereof, Company shall promptly notify all Holders in writing of the receipt of such requests request and shall each such Holder, in lieu of exercising its rights under Section 3 may elect (by written notice sent to Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned Company's notice) to have Registrable Securities included in such registration thereof pursuant to this Section 2. Thereupon Company shall, as expeditiously as is possible, use its best efforts to cause such effect the registration statement to become effective and to remain effective for at least 24 months. In addition, upon under the receipt Securities Act of the aforementioned request, the Company shall promptly give written notice to all other record Holders shares of Shares or Registrable Securities that such registration is to be effected. The which Company shall include in such registration statement such Registrable Securities for which it has received written requests been so requested to register by such other Holders within fifteen for sale, all to the extent required to permit the disposition (15in accordance with the intended method or methods thereof, as aforesaid) days after the Company's written notice to such other Holders. The Company shall be obligated to prepare, file and cause to become effective only two (2) registration statements pursuant to this Section 4(b). In the event that the holders of a majority of the Registrable Securities for which registration has been requested pursuant so registered; provided, however, that, subject to this the provisions of Section determine for any reason not to proceed with a registration at any time before the registration statement has been declared effective by the Commission2(b) hereof, and such Holders thereafter request the Company to withdraw such registration statement, the Holders of such Registrable Securities agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to such registration statement, then, and in such event, the Holders of such Registrable Securities shall not be deemed required to have exercised their right to require the Company to register effect more than three (3) registrations of any Registrable Securities pursuant to this Section 4(b).2. The rights of the Holders under this Section 2 shall not become effective until ninety (90) days after the date hereof. Any such registration effectuated pursuant to the terms of this Section 2 shall hereinafter be referred to as a "

Required Registration. Upon Section 9.4, may elect (by written notice sent to the Company within ten Business Days from the date of such Holder's receipt of the aforementioned Company's notice) to have its Registrable Securities included in such registration thereof pursuant to this Section 9.3(a). Thereupon the Company shall, as expeditiously as is possible (and, in any event, within 60 days after the request for registration), effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Holders for sale, subject to the next sentence, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered. If the managing underwriter of a Holder owning at least 5,000 Shares or proposed public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration by the Holders would materially and adversely affect the distribution of such securities, then all Holders selling Registrable Securities shall reduce the amount of Registrable Securities each intended to distribute through such offering on a pro rata basis. The Company shall not theretofore registered be required to effect a registration hereunder if the Board of Directors of the Company determines in the exercise of its reasonable judgment that, due to a pending or contemplated acquisition or disposition, to effect any such registration at such time would have a material adverse effect on the Company, in which case such registration may be deferred for a single period not to exceed ninety (90) days, provided the Company shall not register any of its equity securities prior to the registration deferred under the Actthis sentence except for registrations on Form S-4 and Form S-8; and in any event, the Company shall prepare and if it is then eligible file a registration statement on Form S-3 under the Act covering the resale of the Registrable Securities which are the subject of such requests and shall use its best efforts to cause such registration statement to become effective and to remain effective for at least 24 months. In addition, upon the receipt of the aforementioned request, the Company shall promptly give written notice to all other record Holders of Shares or Registrable Securities that such registration is to be effected. The Company shall include in such registration statement such Registrable Securities for which it has received written requests to register by such other Holders within fifteen (15) days after the Company's written notice to such other Holders. The Company shall be obligated to prepare, file and cause to become effective only two (2) registration statements pursuant to this Section 4(b). In the event that the holders of a majority of the Registrable Securities for which registration has been requested pursuant to this Section determine for any reason not to proceed with a registration at any time before the registration statement has been declared effective by the Commission, and such Holders thereafter request the Company to withdraw such registration statement, the Holders of such Registrable Securities agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to such registration statement, then, and in such event, the Holders of such Registrable Securities shall not be deemed required to have exercised their right to require the Company to register effect more than two registrations of any Registrable Securities pursuant to this Section 4(b9.3(a). If the Company shall defer a registration as set forth above, the Required Holders shall have the right to withdraw the registration request by giving written notice to the Company within 30 days after the receipt of the notice of deferral and, in the event of such withdrawal, such registration request shall not be counted for purposes of the number of registrations to which Holder is entitled pursuant to this Section 9.3(a).

Required Registration. Upon request of a Holder owning holders of at least 5,000 Shares 50,000 Units or Registrable Securities not theretofore registered under the Act, the Company shall prepare and if it is then eligible file a registration statement on Form S-3 under the Act covering the resale of the Registrable Securities which are the subject of such requests and shall use its best efforts to cause such registration statement to become effective and to remain effective for at least 24 months. In addition, upon the receipt of the aforementioned request, the Company shall promptly give written notice to all other record Holders holders of Shares Units or Registrable Securities that such registration is to be effected. The Company shall include in such registration statement such Registrable Securities for which it has received written requests to register by such other Holders record holders within fifteen (15) days after the Company's written notice to such other Holdersrecord holders. The Company shall be obligated to prepare, file and cause to become effective only two (2) registration statements pursuant to this Section 4(b). In the event that the holders of a majority of the Registrable Securities for which registration has been requested pursuant to this Section determine for any reason not to proceed with a registration at any time before the registration statement has been declared effective by the Commission, and such Holders holders thereafter request the Company to withdraw such registration statement, the Holders holders of such Registrable Securities agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to such registration statement, then, and in such event, the Holders holders of such Registrable Securities shall not be deemed to have exercised their right to require the Company to register Registrable Securities pursuant to this Section 4(b).

Required Registration. Upon If the Holder makes a written request of a Holder owning at least 5,000 Shares or Registrable Securities not theretofore registered under the Act, that the Company shall prepare and if it is then eligible file a registration statement on Form S-3 under the Act covering the resale for 100% of the Registrable Securities which are Securities, then the subject of such requests and shall Company will use its best efforts to cause such effect a registration statement to become effective and to remain effective for at least 24 months. In addition, upon under the receipt of the aforementioned request, the Company shall promptly give written notice to Securities Act covering all other record Holders of Shares or Registrable Securities that such registration is which the Holder requested to be effected. The Company shall include in such registration statement such Registrable Securities for which it has received written requests to register by such other Holders within fifteen (15) days after the Company's written notice to such other Holdersregistered. The Company shall be obligated to prepare, file and cause to become effective only two one (21) registration statements statement pursuant to this Section 4(b)2.a., and to pay the expenses associated with such registration statement, and shall not be obligated to effect a registration during the period starting within 60 days prior to the filing date of a registration statement of the Company, and ending 180 days after the effective date of a Company registration. Furthermore, the Company shall only be obligated to effect a registration under this Section 2.a. if the Holder’s proposed disposal of Registrable Securities may be immediately registered on Form S-3 pursuant to a Form S-3 registration. In the event that the holders of a majority of the Registrable Securities for which registration has been requested pursuant to this Section determine Section, but the Holder determines for any reason not to proceed with a registration at any time before the registration statement has been declared effective by the Commission, and such Holders thereafter request Holder requests the Company to withdraw such registration statement, if theretofore filed with the Holders of such Commission, with respect to the Registrable Securities agree covered thereby, and (b) the Holder agrees to bear their his own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to such the registration statement, then, and in such event, the Holders of such Registrable Securities Securities, then the Holder shall not be deemed to have exercised their his right to require the Company to register Registrable Securities pursuant to this Section 4(b)2.a.

Required Registration. Upon Commencing upon the expiration of the 36 month period specified in Section 1, if the Company shall receive a written request therefor from any holder of a Holder owning at least 5,000 Shares or Registrable Securities the Purchased Stock not theretofore registered under the Securities Act, and sold, the Company shall prepare and if it is then eligible file a registration statement on Form S-3 under the Securities Act covering the resale shares of the Registrable Securities Purchased Stock which are the subject of such requests request and shall use its best efforts to cause such registration statement to become effective and to remain effective for at least 24 monthseffective. In addition, upon the receipt of the aforementioned such request, the Company shall promptly give written notice to all other record Holders holders (if any) of Shares or Registrable shares of Purchased Stock not theretofore registered under the Securities Act and sold that such registration is to be effected. The Company shall include in such registration statement such Registrable Securities shares of Purchased Stock for which it has received written requests to register registered by such other Holders record holders within fifteen (15) 30 days after the delivery of the Company's written notice to such other Holdersrecord holders. The Company shall be obligated to prepare, file and cause to become effective only two (2) three registration statements pursuant to this Section 4(b)2. In Without the event that written consent of the holders of a majority of the Registrable Securities holders for which registration has been requested pursuant to this Section determine for any reason not to proceed with a registration at any time before the registration statement has been declared effective by the Commissionparagraph 2, and such Holders thereafter request neither the Company to withdraw nor any other holder of securities of the Company may include securities in such registration statement, if in the Holders good faith judgment of the managing underwriter of such Registrable Securities agree to bear their own expenses incurred in connection therewith and to reimburse public offering the Company for the expenses incurred by it attributable to such registration statement, then, and in such event, the Holders inclusion of such Registrable Securities shall not be deemed to have exercised their right to securities would interfere with the successful marketing of the Purchased Stock or require the Company exclusion of any portion of the Purchased Stock to register Registrable Securities pursuant to this Section 4(b)be registered.

Required Registration. Upon If the Company shall receive at any time after the earlier of (1) October 1, 1999, or (2) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction), a written request therefor from any record holder or holders of a Holder owning an aggregate of at least 5,000 Shares or Registrable Securities two-thirds of the shares of Purchased Stock not theretofore registered under the ActSecurities Act and sold, the Company shall prepare and if it is then eligible file a registration statement on Form S-3 under the Securities Act covering the resale shares of the Registrable Securities Purchased Stock which are the subject of such requests request and shall use its best efforts to cause such registration statement to become effective and to remain effective for at least 24 monthseffective. In addition, upon the receipt of the aforementioned such request, the Company shall promptly give written notice to all other record Holders holders of Shares or Registrable shares of Purchased Stock not theretofore registered under the Securities Act and sold that such registration is to be effected. The Company shall include in such registration statement such Registrable Securities shares of Purchased Stock for which it has received written requests to register by such other Holders record holders within fifteen (15) 30 days after the delivery of the Company's written notice to such other Holdersrecord holders. The Company shall be obligated to prepare, file and cause to become effective only two (2) registration statements pursuant to this Section 4(b)12.1, and to pay the expenses associated with such registration statements. In the event that the holders of a majority of the Registrable Securities Purchased Stock for which registration has been requested pursuant to this Section 12.1 determine for any reason not to proceed with a registration at any time before the a registration statement has been declared effective by the Commission, and such Holders thereafter request the Company to withdraw such registration statement, if theretofore filed with the Holders Commission, is withdrawn with respect to the Purchased Stock covered thereby, and the holders of such Registrable Securities Purchased Stock agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to such the registration statement, then, and in such event, the Holders of such Registrable Securities Purchased Stock, then the holders of such Purchased Stock shall not be deemed to have exercised their right to require the Company to register Registrable Securities Purchased Stock pursuant to this Section 4(b)12.1. If, at the time any written request for registration is received by the Company pursuant to this Section 12.1, the Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities by it or any of its security holders, such written request shall be deemed to have been given pursuant to Section 12.2 hereof rather than this Section 12.1, and the rights of the holders of Purchased Stock covered by such written request shall be governed by Section 12.2 hereof. Without the written consent of the holders of a majority of the Purchased Stock for which registration has been requested pursuant to this Section 12.1, neither the Company nor any other holder of securities of the Company may include securities in such registration if in the good faith judgment of the managing underwriter of such public offering the inclusion of such securities would interfere with the successful marketing of the Purchased Stock or require the exclusion of any portion of the Purchased Stock to be registered. Notwithstanding any of the foregoing, if the Company shall furnish to holders requesting a registration statement pursuant to this Section 12.1, 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 and its shareholders to proceed with such registration and it is therefor essential to defer such registration, the Company shall have the right to defer action under this Section 12.1 for a period of not more than 90 days after receipt of the request of the holders; provided, however, that the Company may not utilize this right more than once in any 12 month period. During the period of deferral, the Company shall not file any other registration statement under the Securities Act.

Required Registration. Upon request the receipt by the Company, from Investors holding at least fifty percent (50%) of the Common Shares (as defined in Section 16(h) below) held by all of the Investors, of a Holder owning written request (the “Request”) for the registration of Common Shares owned by such Investors at least 5,000 Shares or Registrable any time and from time to time after the earlier of (i) six (6) months after the date on which the Company completes an initial public offering (the “Initial Offering”) of its capital stock pursuant to a registration statement filed with the Securities not theretofore registered and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), and (ii) December 3 1, 2004, the Company shall prepare and if it is then eligible file a registration statement on Form S-3 under the 1933 Act covering the resale of the Registrable Securities Common Shares which are the subject of such requests and shall use its best efforts to cause such registration statement to become effective and to remain effective for at least 24 monthsthe Request. In addition, upon the receipt of the aforementioned request, the The Company shall promptly give written notice to all other record Holders Investors of Shares or Registrable Securities that such registration is to be effected. The its receipt of a Request, and the Company shall include in such registration statement all other Common Shares which such Registrable Securities for which it has received written requests Investors have requested to register by such other Holders have included within fifteen twenty (1520) days after such notice has been given by the Company's written notice to such other Holders. The Company Investors shall be obligated entitled to prepare, file and cause to become effective only two (2) registration statements pursuant to registrations under this Section 4(b)1. In the event that the holders of a majority of Investors delivering the Registrable Securities for which registration has been requested pursuant to this Section Request determine for any reason (other than at the request or recommendation of the Company or the managing underwriters) not to proceed with a registration of Common Shares requested pursuant to this Section 1 at any time before the registration statement has been declared effective by the CommissionSEC, and such Holders thereafter request the Company to withdraw such registration statement, if theretofore filed with the Holders of SEC, is withdrawn with respect to the Common Shares covered thereby, and such Registrable Securities Investors agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the fees, costs and expenses incurred by it attributable to such registration statementin connection therewith, then, and in such event, then the Holders of such Registrable Securities Investors shall not be deemed to have exercised one (1) of their right rights to require the Company to register Registrable Securities Common Shares pursuant to this Section 4(b)1. If the Investors determine not to proceed with such a registration upon the written request or recommendation of the Company or the managing underwriters, the Investors shall not be required to reimburse the Company for its fees, costs and expenses and the Investors shall not be deemed to have exercised one (1) of their rights to require the Company to register Common Shares pursuant to this Section 1. The Company shall not, without the prior written consent of Investors holding at least fifty percent (50%) of the Common Shares then held by all of the Investors, effect any registration of its securities (other than on Form S-4 or Form S-8) from the date the Company receives a Request pursuant to this Section 1 until the earlier of (a) ninety (90) days after the date on which all securities covered by such Request have been sold or (b) one hundred eighty (180) days after the effective date of the registration statement covering such securities.

Required Registration. Upon request (a) After receipt of a Holder owning written request from the Holders of Registrable Securities requesting that Company effect a registration under the Securities Act covering at least 5,000 Shares or Registrable Securities not theretofore registered under the Act, the Company shall prepare and if it is then eligible file a registration statement on Form S-3 under the Act covering the resale thirty (30%) percent of the Registrable Securities which are outstanding as of the subject date hereof, and specifying the intended method or methods of disposition thereof, Company shall promptly notify all Holders in writing of the receipt of such requests request and shall each such Holder, in lieu of exercising its rights under Section 3 may elect (by written notice sent to Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned Company's notice) to have Registrable Securities included in such registration thereof pursuant to this Section 2. Thereupon Company shall, as expeditiously as is possible, use its best efforts to cause such effect the registration statement to become effective and to remain effective for at least 24 months. In addition, upon under the receipt Securities Act of the aforementioned request, the Company shall promptly give written notice to all other record Holders shares of Shares or Registrable Securities that such registration is to be effected. The which Company shall include in such registration statement such Registrable Securities for which it has received written requests been so requested to register by such other Holders within fifteen for sale, all to the extent required to permit the disposition (15in accordance with the intended method or methods thereof, as aforesaid) days after the Company's written notice to such other Holders. The Company shall be obligated to prepare, file and cause to become effective only two (2) registration statements pursuant to this Section 4(b). In the event that the holders of a majority of the Registrable Securities for which registration has been requested pursuant so registered; provided, however, that, subject to this the provisions of Section determine for any reason not to proceed with a registration at any time before the registration statement has been declared effective by the Commission2(b) hereof, and such Holders thereafter request the Company to withdraw such registration statement, the Holders of such Registrable Securities agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to such registration statement, then, and in such event, the Holders of such Registrable Securities shall not be deemed required to have exercised their right to require the Company to register effect more than three (3) registrations of any Registrable Securities pursuant to this Section 4(b)2. The rights of the Holders under this Section 2 shall not become effective until ninety (90) days after the date hereof. Any such registration effectuated pursuant to the terms of this Section 2 shall hereinafter be referred to as a "Demand Registration."

Required Registration. Upon request of a Holder owning If, at least 5,000 Shares or Registrable Securities not theretofore registered under the Act, any time after the Company shall prepare and if it is then be --------------------- eligible to file a registration statement on Form S-3 with the Securities and Exchange Commission, the Company receives a written request therefor from Shareholders who are the holders of a majority of the Shares outstanding as of the time such notice is given, the Company shall prepare and file a registration statement under the Securities Act covering for the resale of the Registrable Securities Shares which are the subject of such requests request and shall use its best efforts to cause such registration statement to become effective and to remain effective for at least 24 months. In additioneffective; provided, upon the receipt of the aforementioned requesthowever, that the Company shall promptly give written notice not be obligated to all other record Holders of Shares or Registrable Securities that such registration is to be effected. The Company shall include in prepare and file such registration statement such Registrable Securities and/or may suspend the effectiveness of any registration statement for which it has received written requests to register a period of not more than 90 days as deemed necessary (i) by such other Holders within fifteen (15) days after the Company or any underwriter in connection with the offering of shares of the Company's written notice Common Stock, or (ii) by the Company if the Company is in possession of material information that has not been disclosed to the public and the Company reasonably deems disclosure of such other Holdersinformation in a registration statement to be inadvisable. The Company shall be obligated to prepare, file and cause to become effective A Shareholder may require only two (2) registration statements registrations of Shares pursuant to this Section 4(b4 (a). In the event that the holders of a majority of the Registrable Securities for which registration has been requested pursuant to this Section determine Shareholder determines for any reason not to proceed with a registration at any time before the registration statement has been declared effective by the Commission, and such Holders thereafter request requests the Company to withdraw such registration statement, if theretofore filed with the Holders of such Registrable Securities agree Commission, with respect to the Shares covered thereby, and the Shareholder agrees to bear their its own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to such the registration statement, then, and in such event, the Holders of such Registrable Securities Shares, then the Shareholder shall not be deemed to have exercised their its right to require the Company to register Registrable Securities Shares pursuant to this Section 4(b)4.

Required Registration. Upon If at any time the Company receives the written request from a record holder of this Option or of Option Shares acquired hereunder (a Holder owning at least 5,000 Shares or Registrable Securities not theretofore registered under the Act"Holder"), the Company shall prepare and if it is then eligible file a registration statement on Form S-3 under the Securities Act covering the resale of the Registrable Securities Option Shares which are the subject of such requests and shall use its best efforts to cause such registration statement to become effective and provided, however, that all such Option Shares to remain effective for at least 24 monthsbe so registered shall be converted into Common Stock prior to sale pursuant to such registration statement. In addition, upon the receipt of the aforementioned request, the Company shall promptly give written notice to all other record Holders of Shares or Registrable Securities that such registration is to be effected. The Company shall include in such registration statement such Registrable Securities Option Shares for which it has received written requests to register by such other Holders within fifteen (15) days after the Company's written notice to such other Holders. The Company shall be obligated to prepare, file and cause to become effective only two (2) registration statements pursuant to this Section 4(b18(i). In the event that the holders Holders of a majority of the Registrable Securities Option Shares for which registration has been requested pursuant to this Section determine for any reason not to proceed with a registration at any time before the registration statement has been declared effective by the Commission, Commission and such Holders thereafter request the Company to withdraw such registration statement, or cancel their participation in same, and if the Holders of such Registrable Securities Option Shares agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to such registration statement, then, and in such event, the Holders of such Registrable Securities Option Shares shall not be deemed to have exercised their right to require the Company to register Registrable Securities Option Shares pursuant to this Section 4(b18(i).

Required Registration. Upon request If at any time, either or both of a Holder owning MSIT or Household shall notify the Company in writing that it or they intend to offer or cause to be offered for public sale at least 5,000 ten percent (10%) of the Registrable Shares (or Registrable Securities not theretofore registered under any lesser percentage if the Actanticipated aggregate offering price before calculation of underwriting discounts and commissions would exceed $2,000,000), the Company shall prepare and if it is then eligible file will so notify all holders of Registrable Shares, including all holders who have a registration statement on Form S-3 under the Act covering the resale right to acquire Registrable Shares. Upon written request of the Registrable Securities which are the subject of such requests and shall use its best efforts to cause such registration statement to become effective and to remain effective for at least 24 months. In addition, upon the receipt of the aforementioned request, the Company shall promptly give written notice to all other record Holders of Shares or Registrable Securities that such registration is to be effected. The Company shall include in such registration statement such Registrable Securities for which it has received written requests to register by such other Holders any holder given within fifteen (15) days after the Company's written receipt by such holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Shares as may be requested by any holder thereof (including the holder or holders giving the initial notice of intent to such other Holdersoffer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be obligated required to prepare, file effect more than one registration for each of MSIT and cause to become effective only two (2) registration statements Household pursuant to this Section 4(b)2.2. In Shares held by any officer or director of the event that Company shall not be included in any such registration if the holders of a majority requesting stockholder is unable to sell all of the Registrable Securities Shares initially requested for which inclusion in such registration has been requested statement. If the Company determines to include shares to be sold by it or by other selling shareholders in any registration request pursuant to this Section determine for any reason not to proceed with a registration at any time before the registration statement has been declared effective by the Commission2.2, and such Holders thereafter request the Company to withdraw such registration statement, the Holders of such Registrable Securities agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to such registration statement, then, and in such event, the Holders of such Registrable Securities shall not be deemed to have exercised their right been a "piggy back" registration under Section 2.1, and not a "demand" registration under this Section 2.2 if the holders of Registrable Shares who requested the shares to require the Company to register Registrable Securities be registered pursuant to this Section 4(b)2.2 are unable to include in any such registration statement eighty-five percent (85%) of the Registrable Shares initially requested by such holders for inclusion in such registration statement.

Required Registration. Upon At any time and upon request of a Holder owning the Holders of at least 5,000 Shares or Registrable 100,000 shares of the Securities not theretofore registered under the Securities Act of 1993, as amended (the "Securities Act"), the Company Harmony shall prepare and if it is then eligible file a registration statement on Form S-3 under the Securities Act covering the resale of the Registrable Securities which are the subject of such requests and shall use its reasonable best efforts to cause such registration statement to become effective and to remain effective for at least 24 monthseffective. In addition, upon the receipt of the aforementioned request, the Company Harmony shall promptly give written notice to all other record Holders of Shares or Registrable Securities that such registration statement is to be effectedfiled. The Company Harmony shall include in such registration statement such Registrable Securities for which it has received written requests to register by such other Holders within fifteen (15) days after the CompanyHarmony's written notice to such other Holderspersons. The Company Harmony shall be obligated to prepare, file and cause to become effective only two (2) one registration statements statement pursuant to this Section 4(b)1.1. In the event that the holders Holders of a majority of the Registrable Securities for which registration has been requested pursuant to this Section 1.1 determine for any reason not to proceed with a registration at any time before the registration statement has been declared effective by the Securities and Exchange Commission (the "Commission"), and such Holders thereafter request the Company Harmony to withdraw such registration statement, the Holders of such Registrable Securities agree to bear their own expenses incurred in connection therewith and to reimburse the Company Harmony for the expenses incurred by it attributable to such registration statement, then, and in such event, the Holders of such Registrable Securities shall not be deemed to have exercised their right to require the Company Harmony to register Registrable Securities pursuant to this Section 4(b1.1. (Page 129 of 136 Pages).

Required Registration. Upon If at any time the Company receives the written request from a record holder of this Option or of Option Shares acquired hereunder (a Holder owning at least 5,000 Shares or Registrable Securities not theretofore registered under the Act"Holder"), the Company shall prepare and if it is then eligible file a registration statement on Form S-3 under the Securities Act covering the resale of the Registrable Securities Option Shares which are the subject of such requests and shall use its best efforts to cause such registration statement to become effective and provided, however, that all such Option Shares to remain effective for at least 24 monthsbe so registered shall be converted into Common Stock prior to sale pursuant to such registration statement. In addition, upon the receipt of the aforementioned request, the Company shall promptly give written notice to all other record Holders of Shares or Registrable Securities that such registration is to be effected. The Company shall include in such registration statement such Registrable Securities Option Shares for which it has received written requests to register by such other Holders within fifteen (15) days after the Company's written notice to such other Holders. The Company shall be obligated to prepare, file and cause to become effective only two (2) registration statements pursuant to this Section 4(b17(i). In the event that the holders Holders of a majority of the Registrable Securities Option Shares for which registration has been requested pursuant to this Section determine for any reason not to proceed with a registration at any time before the registration statement has been declared effective by the Commission, Commission and such Holders thereafter request the Company to withdraw such registration statement, or cancel their participation in same, and if the Holders of such Registrable Securities Option Shares agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to such registration statement, then, and in such event, the Holders of such Registrable Securities Option Shares shall not be deemed to have exercised their right to require the Company to register Registrable Securities Option Shares pursuant to this Section 4(b17(i).

Required Registration. Upon request (a) At any time after 6 months following the effective date of a Holder owning the Company's initial public offering, the Holders holding in the aggregate at least 5,000 Shares or Registrable Securities not theretofore registered under the Act, the Company shall prepare and if it is then eligible file a registration statement on Form S-3 under the Act covering the resale 65% of the Registrable Securities which are Shares may request, in writing, that the subject Company effect the registration of Registrable Shares owned by such requests and Holders aggregating at least 50% of the Registrable Shares held by all of the Holders. If the Holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall use its best efforts to cause so advise the Company in their request. In the event such registration statement is underwritten, the right of other Holders to become effective and participate shall be conditioned upon such other Holders' agreement to remain effective for at least 24 monthsparticipate in such underwriting. In addition, upon the Upon receipt of the aforementioned any such request, the Company shall promptly give written notice of such proposed registration to all other record Holders. Such Holders of Shares or Registrable Securities that such registration is shall have the right, by giving written notice to be effected. The the Company shall include within 20 days after the Company provides its notice, to elect to have included in such registration statement such of their Registrable Securities for Shares as such Holders may request in such notice of election, subject to the approval of the underwriting managing the offering. Thereupon, the Company shall, as soon as reasonably practicable, use its best efforts to effect the registration of all Registrable Shares which it the Company has received written requests been requested to register by such so register. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Holders of Registrable Shares who have requested registration and other Holders within fifteen (15) days after of Registrable Shares entitled to be included in such registration shall participate in the Company's written notice to such other Holdersunderwriting pro rata based upon their total ownership of Registrable Shares. The Company shall be obligated entitled to prepareinclude in such registration, file for its own account or for the account of others at the Company's request, such amount of its stock as may be agreed upon by the Holders initiating the registration and cause to become effective only two (2) registration statements pursuant to this Section 4(b). In the event underwriter managing the offering, if any; provided, however, that the holders of a majority of the Registrable Securities for which registration has been requested pursuant to this Section determine for any reason not to proceed with a registration at any time before the registration statement has been declared effective by the Commission, and such Holders thereafter request the Company to withdraw such registration statement, the Holders of such Registrable Securities agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to such registration statement, then, and in such event, the Holders of such Registrable Securities shall not be deemed to have exercised their right to require the Company to register Registrable Securities been made pursuant to this Section 4(b)5.3 if 51% or more of the stock included in such registration is registered for the account of the Company or for the account of others at the Company's request.

Required Registration. Upon If at any time after the earlier to occur of October 1, 2002 or the six-month anniversary of the Company's initial Public Offering, the Company shall receive a written request of a Holder owning at least 5,000 Shares or Registrable Securities not theretofore registered under therefor from the ActInvestor, the Company shall prepare and if it is then eligible file a registration statement on Form S-3 under the Securities Act covering the resale shares of the Registrable Securities Purchased Stock which are the subject of such requests request and shall use its best efforts to cause such registration statement to become effective and to remain effective for at least 24 months. In addition, upon the receipt of the aforementioned request, the Company shall promptly give written notice to all other record Holders of Shares or Registrable Securities that such registration is to be effected. The Company shall include in such registration statement such Registrable Securities for which it has received written requests to register by such other Holders within fifteen (15) days after the Company's written notice to such other Holderseffective. The Company shall be obligated to prepare, file and cause to become effective only two (2) registration statements (other than on Form S-3 or any successor form promulgated by the Commission ("Form S-3")) pursuant to this Section 4(b)8.1, and to pay the expenses associated with such registration statements; notwithstanding the foregoing, the Investor may require, pursuant to this Section 8.1, the Company to file, and to pay the expenses associated with, any number of registration statements on Form S-3, if such form is then available for use by the Company. In the event that the holders of a majority of the Registrable Securities for which registration has been requested pursuant to this Section determine Investor determines for any reason not to proceed with a registration at any time before the a registration statement has been declared effective by the Commission, and such Holders thereafter request the Company to withdraw such registration statement, if theretofore filed with the Holders of such Registrable Securities agree Commission, is withdrawn with respect to the Purchased Stock covered thereby, and the Investor agrees to bear their its own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to such the registration statement, then, and in such event, the Holders of such Registrable Securities Purchased Stock, then the Investor shall not be deemed to have exercised their its right to require the Company to register Registrable Securities Purchased Stock pursuant to this Section 4(b)8.1. If, at the time any written request for registration is received by the Company pursuant to this Section 8.1, the Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities by it or any of its security holders, such written request shall be deemed to have been given pursuant to Section 8.2 hereof rather than this Section 8.1, and the rights of Investor covered by such written request shall be governed by Section 8.2 hereof. Without the written consent of the Investor, neither the Company nor any other holder of securities of the Company may include securities in such registration if in the good faith judgment of the managing underwriter of such public offering the inclusion of such securities would interfere with the successful marketing of the Purchased Stock or require the exclusion of any portion of the Purchased Stock to be registered.

Required Registration. Upon At any time and upon request of a Holder owning the Holders of at least 5,000 Shares or Registrable 100,000 shares of the Securities not theretofore registered under the Securities Act of 1993, as amended (the "Securities Act"), the Company Harmony shall prepare and if it is then eligible file a registration statement on Form S-3 under the Securities Act covering the resale of the Registrable Securities which are the subject of such requests and shall use its reasonable best efforts to cause such registration statement to become effective and to remain effective for at least 24 monthseffective. In addition, upon the receipt of the aforementioned request, the Company Harmony shall promptly give written notice to all other record Holders of Shares or Registrable Securities that such registration statement is to be effectedfiled. The Company Harmony shall include in such registration statement such Registrable Securities for which it has received written requests to register by such other Holders within fifteen (15) days after the CompanyHarmony's written notice to such other Holderspersons. The Company Harmony shall be obligated to prepare, file and cause to become effective only two (2) one registration statements statement pursuant to this Section 4(b)1.1. In the event that the holders Holders of a majority of the Registrable Securities for which registration has been requested pursuant to this Section 1.1 determine for any reason not to proceed with a registration at any time before the registration statement has been declared effective by the Securities and Exchange Commission (the "Commission"), and such Holders thereafter request the Company Harmony to withdraw such registration statement, the Holders of such Registrable Securities agree to bear their own expenses incurred in connection therewith and to reimburse the Company Harmony for the expenses incurred by it attributable to such registration statement, then, and in such event, the Holders of such Registrable Securities shall not be deemed to have exercised their right to require the Company Harmony to register Registrable Securities pursuant to this Section 4(b1.1. (Page 135 of 142 Pages).

Required Registration. Upon request of a Holder owning at least 5,000 Shares or Registrable Securities not theretofore registered Whenever the Partnership shall be requested by General Atlantic to effect the registration under the ActSecurities Act of any specified Transfer of Equity Securities, which right may not be exercised prior to an initial public offering by the Partnership, the Company Partnership shall prepare and if it is then eligible file a registration statement on Form S-3 under the Act covering the resale of the Registrable Securities which are the subject promptly give written notice of such requests proposed registration to all Prospective Sellers and shall thereupon shall, as expeditiously as possible, use its best efforts to cause effect the registration under the Securities Act of any such Transfer of Equity Securities which any Prospective Seller has requested to be registered. If the Partnership shall notify Prospective Sellers within five days of the Partnership's receipt of a registration request hereunder that the Partnership in good faith determines and informs the Prospective Sellers that the filing of such a registration statement at that time would interfere with a material financing or acquisition then contemplated by the Partnership and specifies in writing the manner and extent to which such registration would so interfere, the Partnership shall have the right to delay for a period of not more than ninety (90) days a registration of a Transfer of Equity Securities pursuant to the request of Prospective Sellers under this Section 10.2. If for any reason (other than the requested withdrawal of such registration statement to become effective and to remain effective for at least 24 months. In addition, upon the receipt by such Prospective Sellers or other action or inaction of the aforementioned request, the Company shall promptly give written notice to all other record Holders of Shares or Registrable Securities that such registration is to be effected. The Company shall include in such Prospective Seller) any registration statement such Registrable Securities for filed with the Commission with respect to securities which it has received written requests the Partnership is required to register by such other Holders within fifteen (15) days after the Company's written notice to such other Holders. The Company shall be obligated to prepare, file and cause to become effective only two (2) registration statements pursuant to under this Section 4(b). In the event that the holders of a majority of the Registrable Securities for which registration has been requested pursuant to this Section determine for any reason 10.2 shall not to proceed with a registration at any time before the registration statement has been be declared effective by the Commission, and such Holders thereafter request the Company to withdraw such attempted registration statement, the Holders of such Registrable Securities agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to such registration statement, then, and in such event, the Holders of such Registrable Securities shall not be deemed to have exercised their right to require the Company to register Registrable Securities pursuant to this Section 4(b).not

Required Registration. Upon Anytime after March 31, 1995, if the Company shall receive a written request therefor from any record holder or holders of a Holder owning an aggregate of at least 5,000 Shares or Registrable Securities a majority of the shares of the Stock not theretofore registered under the ActSecurities Act and sold, the Company shall prepare and if it is then eligible file a one registration statement on Form S-3 under the Securities Act covering the resale of the Registrable Securities Stock which are the subject of such requests request and shall use its best efforts to cause such registration statement to become effective and to remain effective for at least 24 monthseffective. In addition, upon the receipt of the aforementioned such request, the Company shall promptly give written notice to all other record Holders holders of Shares or Registrable the Stock not theretofore registered under the Securities Act and sold that such registration is to be effected. The Company shall include in such registration statement such Registrable Securities shares of the Stock for which it has received written requests to register by such other Holders record holders within fifteen (15) 30 days after the delivery of the Company's ’s written notice to such other Holdersrecord holders. The Company shall be obligated to prepare, file and cause to become effective only two (2) one registration statements statement pursuant to this Section 4(b)Paragraph 4.1, and to pay the expenses associated with such registration statement. In the event that the holders of a majority of the Registrable Securities Stock for which registration has been requested pursuant to this Section Paragraph 4.1 determine for any reason not to proceed with a registration at any time before the a registration statement has been declared effective by the Commission, and such Holders thereafter request the Company to withdraw such registration statement, if theretofore filed with the Holders Commission, is withdrawn with respect to the shares of the Stock covered thereby, and the holders of such Registrable Securities Stock agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to the registration of such registration statement, then, and in such eventStock, the Holders holders of such Registrable Securities shares of the Stock shall not be deemed to have exercised their right to require the Company to register Registrable Securities Stock pursuant to this Section 4(b)Paragraph 4.1. If, during the period any written request for registration is pending by the Company pursuant this Paragraph 4.1, the Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities by it or any of its security holders, such written request shall be deemed to have been given pursuant to Paragraph 4.2 hereof rather than this Paragraph 4.1, and the rights of the holders of Stock covered by such written request shall be governed by Paragraph 4.2.

Required Registration. Upon request of a Holder owning holders of at least 5,000 Shares 50,000 Units or Registrable Securities not theretofore registered under the Act, the Company shall prepare and if it is its then eligible file a registration statement on Form S-3 under the Act covering the resale of the Registrable Securities which are the subject of such requests and shall use its best efforts to cause such registration statement to become effective and to remain effective for at least 24 months. In addition, upon the receipt of the aforementioned request, the Company shall promptly give written notice to all other record Holders holders of Shares Units or Registrable Securities that such registration is to be effected. The Company shall include in such registration statement such Registrable Securities for which it has received written requests to register by such other Holders record holders within fifteen (15) days after the Company's written notice to such other Holdersrecord holders. The Company shall be obligated to prepare, file and cause to become effective only two (2) registration statements pursuant to this Section 4(b). In the event that the holders of a majority of the Registrable Securities for which registration has been requested pursuant to this Section determine for any reason not to proceed with a registration at any time before the registration statement has been declared effective by the Commission, and such Holders holders thereafter request the Company to withdraw such registration statement, the Holders holders of such Registrable Securities agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to such registration statement, then, and in such event, the Holders holders of such Registrable Securities shall not be deemed to have exercised their right to require the Company to register Registrable Securities pursuant to this Section 4(b).