Common use of Required Registrations Clause in Contracts

Required Registrations. (1) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding in the aggregate at least 20% of the Registrable Shares issued pursuant to the Series D Warrants may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least Five Hundred Thousand Dollars ($500,000) (based on the then current public market price). 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 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 that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all 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 best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register.

Required Registrations. (1) a. At any time after the Company becomes eligible earlier to file occur of (i) one year after the closing of the Company's first underwritten public offering of shares of Common Stock pursuant to a Registration Statement on Form S-3 or (or any successor form relating to secondary offerings)ii) the third anniversary of the date of this Agreement, a Stockholder or Stockholders holding in the aggregate at least 20Holders of not less than 35% of the Registrable Shares issued pursuant to the Series D Warrants then outstanding may request the Companyrequest, in writing, to that the Company effect the registration on Form S-3 S-1 or Form S-2 (or such any successor form), ) of Registrable Shares having held by such Holders. If the Holders initiating the registration intend to distribute the Registrable Shares by means of an aggregate offering price underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of at least Five Hundred Thousand Dollars ($500,000) (based other Holders to participate shall be conditioned on the then current public market price)such Holders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all StockholdersHolders. Such Stockholders Holders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their its Registrable Shares as such Stockholders Holders may request in such notice of election; provided that if , subject to the approval of the underwriter (if any) managing the offering determines that, because offering. If in the opinion of marketing factors, such managing underwriter the inclusion of all of the Registrable Shares shares requested to be registered by all Stockholders may not the Holders would adversely affect the marketing of the securities to be included in the offeringsold, 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 best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register.be

Required Registrations. (a) Commencing on the earlier of (i) February 28, 2001, or (ii) one (1) At any time year after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings)Initial Public Offering of the Company, a Stockholder or Stockholders holding in the aggregate at least 2050% of the Registrable Shares issued pursuant to or stockholders holding in the aggregate at least 50% of the Series D Warrants 5 Stock or the Common Stock into which the Series 5 Stock is convertible, may request the Companyrequest, in writing, to that the Company effect the registration on Form S-3 S-1 or Form SB-2 (or such any successor form), of forms) Registrable Shares having an anticipated net aggregate offering price in excess of at least Five Hundred Thousand Dollars $5,000,000 ($500,000) (based after deducting underwriting discounts and commissions). Any demand registration pursuant to this Section 2 must be underwritten on a firm commitment basis and the then current public market price)right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting upon the same terms and conditions. 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 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 that if , subject to the approval of the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all 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 best efforts to effect the registration registrations, on Form S-3 S-1 or Form SB-2 (or such any successor form) ), of all Registrable Shares which the Company has been requested to so register.

Required Registrations. (a) Commencing on the earlier of (i) two (2) years after the date of the Closing or (ii) one (1) At any time year after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings)consummation of the Initial Public Offering of the Company, a Stockholder or Stockholders holding in the aggregate 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 no less than 20% of the Registrable Shares issued pursuant to the Series D Warrants may request the Companyheld by such Stockholders as a group, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an a minimum anticipated net aggregate offering price in excess of at least Five Hundred Thousand Dollars $2,000,000 ($500,000) (based excluding underwriting discounts and commissions). Any demand registration pursuant to this subsection 8.3 must be underwritten on a firm commitment basis. In the then current public market price)event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such Stockholders’ participation in such underwriting upon the same terms and conditions. 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 30 thirty (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 that if , subject to the approval of the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all 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 best efforts to effect the registration registration, on Form S-3 S-1 (or such any successor form) ), of all Registrable Shares which the Company has been requested to so register.

Required Registrations. (1a) At any time after the Company becomes eligible earlier of November 30, 1998 and the closing of the Company's first underwritten public offering of shares of Common Stock pursuant to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings)Statement, a Stockholder Shareholder or Stockholders Shareholders holding in the aggregate at least 20% 500,000 of the Registrable Shares issued pursuant to the Series D Warrants Shares, as adjusted for stock splits, stock dividends, recapitalizations or similar events. may request the Companyrequest, in writing, to that the Company effect the registration on Form S-3 S-1 or Form S-2 (or such any successor form), ) of Registrable Shares having owned by such Shareholder or Shareholders. If the holders initiating the registration intend to distribute the Registrable Shares by means of an aggregate offering price underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of at least Five Hundred Thousand Dollars ($500,000) (based other Shareholders to participate shall be conditioned on the then current public market price)such Shareholders, participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all StockholdersShareholders. Such Stockholders Shareholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders Shareholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Stockholders Shareholders may not be included in the offering, then all Stockholders Shareholders 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. registered Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 S- I or Form S-2 (or such any successor form) of all Registrable Shares which the Company has been requested to so register.

Required Registrations. (1i) At any time after the Company becomes eligible earlier of December 31, 2002, or the closing of the Company's first underwritten public offering of shares of Common Stock pursuant to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings)Statement, a Stockholder or Stockholders holding in the aggregate at least 2035% of the Registrable Shares issued pursuant to the Series D Warrants may request the Companyrequest, in writing, to that the Company effect the registration on Form S-3 S-1 or Form S-2 (or such any successor form), ) of Registrable Shares owned by such Stockholder or Stockholders having an aggregate offering price of at least Five Hundred Thousand Dollars ($500,000) 5,000,000 (based on the then current public market priceprice or fair value). If the 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 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 that if , subject to the approval of the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all 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 best efforts to effect the registration registration, on Form S-3 S-1 or Form S-2 (or such any successor form) ), of all Registrable Shares which the Company has been requested to so register.

Required Registrations. (1a) At any time after Upon the written request of Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding in the aggregate at least 20not fewer than 35% of the Registrable Shares issued pursuant given to the Series D Warrants may request Buyer on or before October 31, 1998, the Company, in writing, Buyer shall use its best efforts to promptly effect the registration on Form S-3 (or such successor form), of Registrable Shares having owned by such Company Stockholders under the Securities Act. If the holders initiating the registration intend to distribute the Registrable Shares by means of an aggregate offering price underwriting, they shall so advise the Buyer in their request. In the event such registration is underwritten, the right of at least Five Hundred Thousand Dollars ($500,000) (based other Company Stockholders to participate shall be conditioned on the then current public market price)such Company Stockholders' participation in such underwriting. Upon receipt of any such request, the Company Buyer shall promptly give written notice of such proposed registration to all Company Stockholders. Such Company Stockholders shall have the right, by giving written notice to the Company Buyer within 30 20 days after the Company Buyer provides its notice, to elect to have included in such registration such of their Registrable Shares as such Company Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Company Stockholders may not be included in the offering, then all Company 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 best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so registerowned by them.

Required Registrations. (1a) At any time after Commencing on the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings)first anniversary of the closing of the Initial Public Offering of the Company, a Stockholder or Stockholders holding in the aggregate at least 2050% of the Registrable Shares issued pursuant to or stockholders holding in the aggregate at least 50% of the Series D Warrants 5 Stock or the Common Stock into which the Series 5 Stock is convertible, may request the Companyrequest, in writing, to that the Company effect the registration on Form S-3 S-1 or Form SB-2 (or such any successor form), of forms) Registrable Shares having an anticipated net aggregate offering price in excess of at least Five Hundred Thousand Dollars $5,000,000 ($500,000) (based after deducting underwriting discounts and commissions). Any demand registration pursuant to this Section 2 must be underwritten on a firm commitment basis and the then current public market price)right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting upon the same terms and conditions. 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 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 that if , subject to the approval of the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all 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 best efforts to effect the registration registrations, on Form S-3 S-1 or Form SB-2 (or such any successor form) ), of all Registrable Shares which the Company has been requested to so register.