Common use of Required Registrations Clause in Contracts

Required Registrations. (a) At any time after 180 days following the Initial Public Offering, a Common Stockholder or Common Stockholders holding in the aggregate at least a majority of the Registrable Shares then outstanding may request, in writing, that the Company effect the registration on Form S-1 or, after the Company becomes eligible to use such form, Form S-2 (or any successor form) of Registrable Shares owned by such Common Stockholder or Common Stockholders. Except as provided in Section 2.1(c), the Company shall not register any additional shares of stock of the Company on a Registration Statement at the same time as a demand registration pursuant to this Section 2.1(a) without the prior written consent of the holders of at least a majority of the Registrable Shares to be included in the demand registration. (b) 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 Major Investor or Major Investors holding, in the aggregate, not less than 1,000,000 Registrable Shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the date hereof) may request, in writing, that the Company effect the registration on Form S-3 (or any successor form relating to secondary offerings). (c) Upon receipt of any request for registration pursuant to Section 2.1(a), the Company shall promptly give written notice of such proposed registration to all other Common Stockholders in accordance with Section 6.1. Upon receipt of any request for registration pursuant to Section 2(b), the Company shall promptly give written notice of such proposed registration to all other Major Investors in accordance with Section 6.1. Such Common Stockholders or Major Investors, as applicable, shall have the right, by giving written notice, to the Company within 30 days after the Company provides its registration notice, to elect to have included in such registration the number of Registrable Shares as such Common Stockholders or Major Investors, as applicable, may request in such notice of election, subject in the case of an underwritten offering to the terms of Section 2.1(d). Thereupon, the Company shall, as expeditiously as possible, use its best commercial efforts to effect the registration on an appropriate Registration Statement of all Registrable Shares that the Company has been requested to so register; provided however, that in the case of a registration requested under Section 2.1(b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form). (d) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.l(c). In such event, (i) the right of any other Common Stockholder to include its Registrable Shares in such registration pursuant to Section 2.l(a) and the right of any other Major Investor to include its Registrable Shares in such registration pursuant to Section 2.l(b), as the case may be, shall be conditioned upon such other Common Stockholder's or Major Investor's participation in such underwriting on the terms set forth herein, and (ii) all Common Stockholders or Major Investors, as applicable, including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering. The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.l(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. If any Common Stockholder or Major Investor, as applicable, who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such person may elect, by written notice to the Company, to withdraw its Registrable Shares from such registration and underwriting. In an underwritten offering, if the managing underwriter advises the Company in writing that market factors require a limitation on the number of shares to be underwritten, the number of Registrable Shares to be included in the Registration Statement and underwriting shall be allocated among all Common Stockholders or Major Investors, as applicable, requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section 2.1(a) or (b), as the case may be. If any Common Stockholder or Major Investor, as applicable, would thus be entitled to include more Registrable Shares than such Common Stockholder or Major Investor requested to be registered, the excess shall be allocated among other requesting Common Stockholders or Major Investors, as applicable, pro rata in the manner described in the preceding sentence. (e) The Company shall not be required to effect more than two (2) registrations requested by the Common Stockholders pursuant to paragraph (a) above. In addition, the Company shall not be required to effect any registration (other than on Form S-3 or any successor form) within one hundred twenty (120) days after the effective date of any other Registration Statement of the Company or within one hundred eighty (180) days after the effective date of the Registration Statement for the Initial Public Offering of the Company's Common Stock. For purposes of this Section 2.1(e), a Registration Statement shall not be counted (i) until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning a materially adverse change in the business, properties, assets or condition (financial or otherwise) of the Company which is made known to the Common Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.5) or (ii) if (A) less than sixty percent (60%) of the total number of Registrable Shares that Common Stockholders have requested to be included in such Registration Statement are sold (in the case of a Registration Statement for an underwritten offering) or included in such Registration Statement at the time it is declared effective (in the case of a Registration Statement for an "at the market" secondary offering or a shelf registration) or (B) the Company or any other person registers additional shares of stock of the Company on a Registration Statement at the same time as a demand registration pursuant to this Section 2.1, except (x) as required by Section 2.1(c) or (y) a Registration Statement on Form S-8, Form S-4, or any similar or successor form. (f) If at the xxxx xx xxx request to register Registrable Shares pursuant to this Section 2.1 the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of ninety (90) days from the effective date of such request, provided that such right to delay a request may not be exercised by the Company more than once in any twelve month period, and the Company shall thereafter promptly file a Registration Statement and cause such Registration Statement to become effective as soon as possible after filing.

Required Registrations. (a) At any time Commencing on the earlier of (i) February 28, 2001, or (ii) one (1) year after 180 days following the Initial Public OfferingOffering of the Company, a Common Stockholder or Common Stockholders holding in the aggregate at least a majority 50% of the Registrable Shares then outstanding or stockholders holding in the aggregate at least 50% of the Series 5 Stock or the Common Stock into which the Series 5 Stock is convertible, may request, in writing, that the Company effect the registration on Form S-1 or, after the Company becomes eligible to use such form, or Form S-2 SB-2 (or any successor formforms) of Registrable Shares owned by such Common Stockholder or Common Stockholdershaving an anticipated net aggregate offering price in excess of $5,000,000 (after deducting underwriting discounts and commissions). Except as provided in Section 2.1(c), the Company shall not register any additional shares of stock of the Company on a Registration Statement at the same time as a Any demand registration pursuant to this Section 2.1(a) without 2 must be underwritten on a firm commitment basis and the prior 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 consent 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, subject to the approval of the holders underwriter managing the offering. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registrations, on Form S-1 or Form SB-2 (or any successor form), of at least a majority of the all Registrable Shares which the Company has been requested to be included in the demand registrationso register. (b) 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 Major Investor Stockholder or Major Investors holding, Stockholders holding in the aggregate, not less than 1,000,000 aggregate Registrable Shares (as adjusted for any stock dividendshaving a market value of $1,000,000, combinations, splits, recapitalizations and may request the like with respect to such shares after the date hereof) may requestCompany, in writing, that the Company to effect the registration on Form S-3 (or any successor form relating to secondary offeringsform). (c) , of all or such portion of the Registrable Shares as such holder or holders shall specify. Upon receipt of any request for registration pursuant to Section 2.1(a)such request, the Company shall promptly give written notice of such proposed registration to all other Common Stockholders in accordance with Section 6.1. Upon receipt of any request for registration pursuant to Section 2(b), the Company shall promptly give written notice of such proposed registration to all other Major Investors in accordance with Section 6.1Stockholders. Such Common Stockholders or Major Investors, as applicable, shall have the right, by giving written notice, notice to the Company within 30 days after the Company provides its registration notice, to elect to have included in such registration the number such of their Registrable Shares as such Common Stockholders or Major Investors, as applicable, may request in such notice of election, subject in the case of an underwritten offering to the terms of Section 2.1(d). Thereupon, the Company shall, as expeditiously as possible, use its best commercial efforts to effect the registration on an appropriate Registration Statement of all Registrable Shares that the Company has been requested to so register; provided however, that in the case of a registration requested under Section 2.1(b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form)) of all Registrable Shares which the Company has been so requested to register. (d) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.l(c). In such event, (i) the right of any other Common Stockholder to include its Registrable Shares in such registration pursuant to Section 2.l(a) and the right of any other Major Investor to include its Registrable Shares in such registration pursuant to Section 2.l(b), as the case may be, shall be conditioned upon such other Common Stockholder's or Major Investor's participation in such underwriting on the terms set forth herein, and (ii) all Common Stockholders or Major Investors, as applicable, including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering. The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.l(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. If any Common Stockholder or Major Investor, as applicable, who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such person may elect, by written notice to the Company, to withdraw its Registrable Shares from such registration and underwriting. In an underwritten offering, if the managing underwriter advises the Company in writing that market factors require a limitation on the number of shares to be underwritten, the number of Registrable Shares to be included in the Registration Statement and underwriting shall be allocated among all Common Stockholders or Major Investors, as applicable, requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section 2.1(a) or (b), as the case may be. If any Common Stockholder or Major Investor, as applicable, would thus be entitled to include more Registrable Shares than such Common Stockholder or Major Investor requested to be registered, the excess shall be allocated among other requesting Common Stockholders or Major Investors, as applicable, pro rata in the manner described in the preceding sentence. (ec) The Company shall not be required to effect more than two registrations pursuant to paragraph (2a) registrations requested above provided however the Additional Stockholders shall be entitled to demand the filing of a registration statement pursuant to paragraph (a) above on not less than two occasions whether or not they have included any of their Registrable Shares in prior Registration Statements filed as a result of the demand by the Common other Stockholders pursuant to paragraph (a) above. Unless otherwise requested by the selling Stockholders, a registration pursuant to paragraph (a) above shall not count as one of the permitted registrations until it has become effective. Unless otherwise requested by the selling Stockholders, the last registration pursuant to paragraph (a) above shall not count as one of the permitted registrations unless the holders of Registrable Shares are able to register and sell at least ninety percent (90%) of the Registrable Shares requested to be included in such registration. In addition, the Company shall not be required to effect any registration (other than on Form S-3 or any successor formform relating to secondary offerings) within one hundred twenty (120) days six months after the effective date of any other Registration Statement of the Company or within one hundred eighty (180) days after the effective date of the Registration Statement for the Initial Public Offering of the Company's Common Stock. For purposes of this Section 2.1(e), a Registration Statement shall not be counted (i) until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning a materially adverse change in the business, properties, assets or condition (financial or otherwise) of the Company which is made known to the Common Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.5) or (ii) if (A) less than sixty percent (60%) of the total number of Registrable Shares that Common Stockholders have requested to be included in such Registration Statement are sold (in the case of a Registration Statement for an underwritten offering) or included in such Registration Statement at the time it is declared effective (in the case of a Registration Statement for an "at the market" secondary offering or a shelf registration) or (B) the Company or any other person registers additional shares of stock of the Company on a Registration Statement at the same time as a demand registration pursuant to this Section 2.1, except (x) as required by Section 2.1(c) or (y) a Registration Statement on Form S-8, Form S-4, or any similar or successor form. (f) If at the xxxx xx xxx request to register Registrable Shares pursuant to this Section 2.1 the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of ninety (90) days from the effective date of such request, provided that such right to delay a request may not be exercised by the Company more than once in any twelve month period, and the Company shall thereafter promptly file a Registration Statement and cause such Registration Statement to become effective as soon as possible after filing.the

Required Registrations. (a) At any time after 180 days following the Company's Initial Public Offering, a Common Stockholder or Common the Preferred Stockholders holding in the aggregate at least a majority thirty-five percent (35%) of the Registrable Shares then outstanding may request, in writing, that the Company effect the registration on Form S-1 or, after the Company becomes eligible to use such form, S-l or Form S-2 (or any successor form) of Registrable Shares owned by such Common Preferred Stockholder or Common Preferred Stockholders. Except as provided in Section 2.1(c), the The Company shall not register any additional shares of stock of the Company on a Registration Statement at the same time as a demand registration pursuant to this Section 2.1(a) 2.1 without the prior written consent of the holders of Preferred Stockholders holding at least a majority of the Registrable Shares to be included in the demand registration. (b) 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), any Preferred Stockholder that held greater than 8,177,284 shares of Series A-l Preferred Stock immediately following closing of the Financing (each, a "Major Investor or Major Investors holding, in the aggregate, not less than 1,000,000 Registrable Shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the date hereofStockholder") may request, in writing, that the Company effect the registration on Form S-3 (or any such successor form relating to secondary offeringsform). (c) Upon receipt of any request for registration pursuant to Section 2.1(a2.1 (a) or 2.1(b), the Company shall promptly give written notice of such proposed registration to all other Common Preferred Stockholders in accordance with Section 6.1. Upon receipt of any request for registration pursuant to Section 2(b), the Company shall promptly give written notice of such proposed registration to all other Major Investors in accordance with Section 6.1. Such Common Preferred Stockholders or Major Investors, as applicable, shall have the right, by giving written notice, notice to the Company within 30 days after the Company provides its registration notice, to elect to have included in such registration the number of Registrable Shares as such Common Preferred Stockholders or Major Investors, as applicable, may request in such notice of election, subject in the case of an underwritten offering to the terms of Section 2.1(d). Thereupon, the Company shall, as expeditiously as possible, shall use its best commercial commercially reasonable efforts to effect the registration on an appropriate Registration Statement of all Registrable Shares that the Company has been requested to so register; provided however, that in the case of a registration requested under Section 2.1(b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form). (d) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1(a2.1 (a) or (b2.1(b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.l(c2.1(c). In such event, (i) the right of any other Common Preferred Stockholder to include its Registrable Shares in such registration pursuant to Section 2.l(a2.1(a) and the right of any other Major Investor to include its Registrable Shares in such registration pursuant to Section 2.l(b), as the case may be, or 2.1(b) shall be conditioned upon such other Common Preferred Stockholder's or Major Investor's participation in such underwriting on the terms set forth herein, and (ii) all Common Preferred Stockholders or Major Investors, as applicable, including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering. The Initiating Holders Company shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.l(a2.1(a) or (b), subject to the approval of the CompanyInitiating Holders, which approval will shall not be unreasonably delayed or withheld, conditioned or delayed. If any Common Preferred Stockholder or Major Investor, as applicable, who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such person may elect, by written notice to the Company, to withdraw its Registrable Shares from such registration and underwriting. In an underwritten offering, if the managing underwriter advises the Company in writing that market factors require a limitation on the number of shares to be underwritten, the number of Registrable Shares to be included in the Registration Statement and underwriting shall be allocated among all Common Preferred Stockholders or Major Investors, as applicable, requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section 2.1(a) or (b2.1(b), as the case may be. If any Common Preferred Stockholder or Major Investor, as applicable, would thus be entitled to include more Registrable Shares than such Common Preferred Stockholder or Major Investor requested to be registered, the excess shall be allocated among other requesting Common Preferred Stockholders or Major Investors, as applicable, pro rata in the manner described in the preceding sentence. (e) The Company shall not be required to effect more than two (2) registrations requested by the Common Preferred Stockholders pursuant to paragraph (aSection 2.1(a) above. In addition, the The Company shall not be required to effect in any registration twelve (other 12) month period more than on Form S-3 or any successor formthree (3) within one hundred twenty (120registrations requested by the Major Stockholders pursuant to Section 2.1(b) days after the effective date of any other Registration Statement of the Company or within one hundred eighty (180) days after the effective date of the Registration Statement for the Initial Public Offering of the Company's Common Stockabove. For purposes of this Section 2.1(e), a Registration Statement shall not be counted (i) until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning a materially adverse change in the business, properties, assets or condition (financial or otherwise) of the Company which is made known to the Common Stockholders holders of Registrable Shares after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.5) or (ii) if (A) less than sixty fifty percent (6050%) of the total number of Registrable Shares that Common Preferred Stockholders have requested to be included in such Registration Statement are sold (in the case of a Registration Statement for an underwritten offering) or included in such Registration Statement at the time it is declared effective (in the case of a Registration Statement for an "at the market" secondary offering or a shelf registration) or (B) the Company or any other person registers additional shares of stock of the Company on a Registration Statement at the same time as a demand registration pursuant to this Section 2.1, except (x) as required by Section 2.1(c) or (y) a Registration Statement on Form S-8, Form S-4, or any similar or successor form. (f) If at the xxxx xx xxx time of any request to register Registrable Shares pursuant to this Section 2.1 the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of ninety (90) days from the effective date of such request, provided that such right to delay a request may not be exercised by the Company more than once twice in any twelve month period, and the Company shall thereafter promptly file a Registration Statement and cause such Registration Statement to become effective as soon as possible practicable after filing.

Required Registrations. (a) At any time after 180 4.1. Subject to the last sentence of Section 4.3, within 90 days following written notice from a Preferred Stockholder or Stockholders holding not less than thirty-five percent (35%) of the Initial Public Offeringthen outstanding Preferred Registrable Shares, the Company shall effect the registration of such Preferred Registrable Shares on Form S-1 or Form S-2 (or any successor forms) or other appropriate Registration Statement designated by such Preferred Stockholder or Stockholders. Subject to the last sentence of Section 4.3, within 90 days following written notice from a Common Stockholder or Common Stockholders holding in the aggregate at least a majority not less than thirty-five percent (35%) of the Registrable Shares then outstanding may requestCommon Registrable Shares, in writing, that the Company shall effect the registration of such Common Registrable Shares on Form S-1 oror Form S-2 (or any successor forms) or other appropriate Registration Statement designated by such Common Stockholder or Stockholders. Any demand registration pursuant to this Section 4.1 must be underwritten on a firm commitment basis by an investment banker of recognized national or regional standing in the United States. The right of other Stockholders to participate in such underwritten registration 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 5 6 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 becomes eligible 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, subject to the approval of the underwriter managing the offering. Thereupon, the Company shall, as expeditiously as possible, use such formits best efforts to effect the registration, on Form S-1 or Form S-2 (or any successor form) or such other appropriate Registration Statement designated by such Stockholder or Stockholders, of all Registrable Shares owned by such Common Stockholder or Common Stockholders. Except as provided in Section 2.1(c), which the Company shall not register any additional shares of stock of the Company on a Registration Statement at the same time as a demand registration pursuant has been requested to this Section 2.1(a) without the prior written consent of the holders of at least a majority of the Registrable Shares to be included in the demand registrationso register. (b) 4.2. 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), (i) a Major Investor Preferred Stockholder or Major Investors holding, in the aggregate, Stockholders holding not less than 1,000,000 thirty-five percent (35 %) of the then outstanding Preferred Registrable Shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and may request the like with respect to such shares after the date hereof) may requestCompany, in writing, that the Company to effect the registration on Form S-3 (or any such successor form relating form), of Preferred Registrable Shares or (ii) a Common Stockholder or Stockholders holding not less than thirty-five percent (35 %) of the then outstanding Common Registrable Shares may request the Company, in writing, to secondary offeringseffect registration on Form S-3 (or such successor form). (c) , of Common Registrable Shares. Upon receipt of any request for registration pursuant to Section 2.1(a)either or both such requests, the Company shall promptly give written notice of such proposed registration registration(s) to all other Common Stockholders in accordance with Section 6.1. Upon receipt of any request for registration pursuant to Section 2(b), the Company shall promptly give written notice of such proposed registration to all other Major Investors in accordance with Section 6.1Stockholders. Such Common Stockholders or Major Investors, as applicable, shall have the right, by giving written notice, notice to the Company within 30 thirty days after the Company provides its registration notice, to elect to have included in such registration the number such of their Registrable Shares as such Common Stockholders or Major Investors, as applicable, may request in such notice of election, subject in the case of an underwritten offering to the terms approval of Section 2.1(d)the underwriter managing the offering. Thereupon, the Company shall, as expeditiously as possible, use its best commercial efforts to effect the registration registration, on an appropriate Registration Statement Form S-3 (or such successor form), of all Registrable Shares that which the Company has been requested to so register; provided however, that in the case of a registration requested under Section 2.1(b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form). (d) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.l(c)4.3. In such event, (i) the right of any other Common Stockholder to include its Registrable Shares in such registration pursuant to Section 2.l(a) and the right of any other Major Investor to include its Registrable Shares in such registration pursuant to Section 2.l(b), as the case may be, shall be conditioned upon such other Common Stockholder's or Major Investor's participation in such underwriting on the terms set forth herein, and (ii) all Common Stockholders or Major Investors, as applicable, including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering. The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.l(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. If any Common Stockholder or Major Investor, as applicable, who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such person may elect, by written notice to the Company, to withdraw its Registrable Shares from such registration and underwriting. In an underwritten offering, if the managing underwriter advises the Company in writing that market factors require a limitation on the number of shares to be underwritten, the number of Registrable Shares to be included in the Registration Statement and underwriting shall be allocated among all Common Stockholders or Major Investors, as applicable, requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section 2.1(a) or (b), as the case may be. If any Common Stockholder or Major Investor, as applicable, would thus be entitled to include more Registrable Shares than such Common Stockholder or Major Investor requested to be registered, the excess shall be allocated among other requesting Common Stockholders or Major Investors, as applicable, pro rata in the manner described in the preceding sentence. (e) The Company shall not be required to effect more than two (2) registrations requested by the Common Stockholders one registration pursuant to paragraph the first sentence or second sentences of Section 4.1 or more than one registration pursuant to clauses (ai) aboveor (ii) of Section 4.2. In addition, the Company shall not be required to effect any registration (other than on Form S-3 or any successor formform relating to secondary offerings, if available) within one hundred twenty (120) days six months after the effective date of any other Registration Statement of the Company Company. 4.4. A registration pursuant to the first or within one hundred eighty (180) days after the effective date second sentence of Section 4.1 shall not count for purposes of the Registration Statement for the Initial Public Offering of the Company's Common Stock. For purposes of this limitation set forth in Section 2.1(e), a Registration Statement shall not be counted 4.3 (i) until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result offering becomes effective and the requesting Stockholders are able to sell at least 75% of information concerning a materially adverse change the Registrable Shares sought to be included in the business, properties, assets or condition (financial or otherwise) of the Company which is made known to the Common Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.5) or (ii) if (A) less than sixty percent (60%) of the total number of Registrable Shares that Common Stockholders have requested to be included in such Registration Statement are sold (in the case of a Registration Statement for an underwritten offering) or included in such Registration Statement at the time it is declared effective (in the case of a Registration Statement for an "at the market" secondary offering or a shelf registration) or (B) the Company or any other person registers additional shares of stock of the Company on a Registration Statement at the same time as a demand registration pursuant to this Section 2.1, except (x) as required by Section 2.1(c) or (y) a Registration Statement on Form S-8, Form S-4, or any similar or successor form. (f) If at the xxxx xx xxx request to register Registrable Shares pursuant to this Section 2.1 the Company is engaged or has fixed plans within 30 days of the time of the request to engage engage, in a registered public offering or is engaged in any other activity whichas to which the Stockholders may include Registerable Shares pursuant to Section 4.5. In the event of a clause (ii) of this Section 4.4 occurrence, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be 7 delayed for a period not in excess of ninety (90) days six months from the effective date of such requestoffering, provided that any such right to delay a request may not to be exercised by the Company not more than once in any twelve month two-year period, and the Company shall thereafter promptly file a Registration Statement and cause such Registration Statement to become effective as soon as possible after filing.