Common use of Required Registrations Clause in Contracts

Required Registrations. (a) At any time after the date which is six (6) months after the closing of the Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a Stockholder or Stockholders holding at least 25% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 (or any successor form) of Registrable Shares owned by such Stockholders having an aggregate offering price of at least $10,000,000 (based on the market price or fair value at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 (or any successor form) of all Registrable Shares which the Company has been requested to so register.

Required Registrations. (a) At any time after the date which is six (6x) months after the closing of the Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration StatementAugust 13, a Stockholder 2002, any Investor or Stockholders Investors holding at least 2550% of the Registrable Shares or (y) the earlier of one hundred eighty (180) days subsequent to an Initial Public Offering or ninety (90) days subsequent to the exercise of the right provided in subparagraph (x) immediately preceding, each of Nortel and, collectively, the Amerindo Entities, may request, in writing, that the Company effect the registration (i) on Form S-1 or Form S-2 (or any successor form) of at least 50% of the Registrable Shares owned by such Stockholders holder(s) having an aggregate offering price of at least $10,000,000 (based on the then current market price or fair value value) or (ii) on Form S-3 (or any successor form) of Registrable Shares owned by such holder(s) having a minimum aggregate offering price of at least $2,500,000 (based on the time of such requestthen current market price or fair value). If the Stockholders Investor or Investors initiating the registration intend intend(s) to distribute the Registrable Shares by means of an underwriting, they such Investors shall so advise the Company in their its request. In the event such registration is underwritten, the rights of other Investors to participate in such registration shall be conditioned on such Investors' participation in such underwriting. If any such registration is underwritten, the Company in its sole discretion, will select and obtain an underwriter(s) of nationally recognized standing to administer the offering. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholdersother Investors. Such Stockholders Investors shall have the right, by giving written notice to the Company within ten thirty (1030) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders Investors may request in such notice of election; provided, however, provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders Investors may not be included in the offering, then all Stockholders Investors who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered; and provided further, in the case of a registration initiated by the Amerindo Entities pursuant to clause (y) of this paragraph (a), the Registrable Shares held by all Investors other than the Amerindo Entities requested to be included in such registration shall be subject to reduction in accordance with the provisions of the preceding clause before any reduction is made in the number of Registrable Shares to be so included which were requested to be registered by the Amerindo Entities. In the event that the number of Registrable Shares requested to be registered by either Anschutz and/or the Tudor Entities in a registration initiated by the Amerindo Entities is reduced by more than fifty percent (50%) in accordance with the provisions of the preceding sentence, Anschutz and/or the Tudor Entities, singly or jointly, as the case may be, shall be entitled to request, in writing, that the Company effect the registration on Form S-3 (or any successor form) of Registrable Shares owned by it or them having a minimum aggregate offering price of at least $2,500,000 (based on the then current market price or fair value), and the Registrable Shares held by all Investors other than Anschutz and/or the Tudor Entities requested to be included in such registration in accordance with this paragraph (a) shall be subject to reduction in accordance with the provisions of the preceding sentence before any reduction is made in the number of Registrable Shares to be so included which were requested to be registered by Anschutz and/or the Tudor Entities. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect within ninety (90) days of receipt of such request the registration on Form S-1 S-1, Form S-2 or Form S-3 (or any successor form) of all Registrable Shares which the Company has been requested to so register.

Required Registrations. (a) At any time after the date which is six (6) months after November 7, 1996 but prior to the closing of the Company’s first firm commitment underwritten 's initial public offering of shares of Common Stock pursuant to an effective registration statement under the Securities Act at a Registration Statementprice of not less than $3.30 per 2 3 share (appropriately adjusted to reflect any stock dividend, stock split, combination or other similar recapitalization affecting such shares) and resulting in at least $10,000,000 of gross proceeds to the Company (the "Initial Public Offering"), a Stockholder or Stockholders holding at least 25% in the aggregate a majority of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholders having an aggregate offering price of at least $10,000,000 (based on the market price Stockholder or fair value at the time of such request)Stockholders. If the Stockholders holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 or Form S-2 (or any successor form) of all Registrable Shares which the Company has been requested to so register.

Required Registrations. (a) At any time after the date which is six (6) months after the closing of the Company’s 's first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a Stockholder or Stockholders holding in the aggregate at least 2550% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 S-1, Form S-2, or Form S-3, as applicable (or any successor form) ), of Registrable Shares Xxxxxxxxxxx Xhares owned by such Stockholder or Stockholders having an aggregate offering price of at least $10,000,000 3,000,000 (based on the then current market price or fair value at the time of such requestvalue). If the Stockholders holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all StockholdersSecurityholders. Such Stockholders Securityholders shall have the right, by giving written notice to the Company within ten (10) business thirty days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders Securityholders may request in such notice of election; provided, however, provided that if the underwriter (if any) managing the offering determines in good faith that, because of marketing factors, not all of the Registrable Shares Securities requested to be registered by all of the Stockholders Securityholders may not be included in the offering, then all Stockholders Securityholders who have requested registration shall participate in the registration offering pro rata based upon the number of Registrable Shares which Securities that they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration registration, on Form S-1 S-1, Form S-2 or Form S-3 (or any successor form) ), of all Registrable Shares which Securities that the Company has been requested to so register.

Required Registrations. (a) At any time after the date which is six earlier of (6i) months after April 15, 2003 or (ii) the closing of the Company’s 's first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a Stockholder or Stockholders holding in the aggregate at least 2550% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders having an aggregate offering price of at least $10,000,000 5,000,000 (based on the then current market price or fair value at the time of such requestvalue). If the Stockholders holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten thirty (1030) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration offering pro rata based upon the number of Registrable Shares which that they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration registration, on Form S-1 or Form S-2 (or any successor form) ), of all Registrable Shares which that the Company has been requested to so register.

Required Registrations. (a) At any time after the date which is six (6) months after the closing of the Company’s 's first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a Stockholder or Stockholders holding in the aggregate at least 2550% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 S-1, Form S-2, or Form S-3, as applicable (or any successor form) ), of Registrable Shares Xxxxxxxxxxx Xhares owned by such Stockholder or Stockholders having an aggregate offering price of at least $10,000,000 3,000,000 (based on the then current market price or fair value at the time of such requestvalue). If the Stockholders holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all StockholdersSecurityholders. Such Stockholders Securityholders shall have the right, by giving written notice to the Company within ten (10) business thirty days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders Securityholders may request in such notice of election; provided, however, provided that if the underwriter (if any) managing the offering determines in good faith that, because of marketing factors, not all of the Registrable Shares Securities requested to be registered by all of the Stockholders Securityholders may not be included in the offering, then all Stockholders Securityholders who have requested registration shall participate in the registration offering pro rata based upon the number of Registrable Shares which Securities that they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration registration, on Form S-1 S-l, Form S- 2 or Form S-3 (or any successor form) ), of all Registrable Shares which Securities that the Company has been requested to so register.

Required Registrations. (a) At any time after the date which is six (6) months beginning 180 days after the closing of the Company’s 's first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a Stockholder or Stockholders holding in the aggregate at least 2535% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholders Stockholder having an aggregate offering price of at least $10,000,000 5,000,000 (based on the then current market price or fair value at the time of such requestprice). If the Stockholder or Stockholders initiating the registration intend intend(s) to distribute the Registrable Shares by means of an underwriting, they such Stockholder or Stockholders shall so advise the Company in their its request. In the event such registration is underwritten, the right of other Stockholders to participate in such registration shall be conditioned on such Stockholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 or Form S-2 (or any successor form) of all Registrable Shares which the Company has been requested to so register.

Required Registrations. (a) At any time after the date which is six (6) months after the closing earlier of January 15, 2001 or the Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement's Initial Public Offering, a an Institutional Stockholder or Stockholders holding in the aggregate at least 2540% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of the Registrable Shares owned by such Institutional Stockholder or Stockholders having an aggregate offering price of at least $10,000,000 7,500,000 (based on the then current market price or fair value at the time of such requestvalue). If the Stockholders holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Institutional Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Institutional Stockholders. Such Stockholders Stockholder shall have the right, by giving written notice to the Company within ten (10) business 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Institutional Stockholders may request in such notice of election; provided, however, PROVIDED that if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Institutional Stockholders may not be included in the offering, then all Institutional Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. If the underwriter has not limited the number of Registrable Shares to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registration if the underwriter so agrees and if the number of Registrable Shares that would otherwise have been included in such registration and underwriting will not thereby be limited. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 or Form S-2 (or any successor form) of all Registrable Shares which the Company has been requested to so register.