Common use of RIGHT TO PARTICIPATE IN REGISTRATIONS Clause in Contracts

RIGHT TO PARTICIPATE IN REGISTRATIONS. If, at any time prior to the expiration of two years from the last date on which this Warrant is validly exercised, the Company proposes to register shares of Common Stock (as defined in Paragraph 4 hereof) under the Securities Act of 1933, as amended (the "Securities Act"), on Form X-0, X-0, or S-3 (or any form which replaces or is substantially similar to such form), the Company shall each such time give notice of such proposed registration to the holder of this Warrant, if this Warrant has not yet expired, and to all holders of shares of Common Stock acquired by reason of exercise of this Warrant. Subject to the terms and provisions of this Paragraph 6, upon the request of any such holder ("Holder") made within 20 days after the giving of such notice by the Company, the Company shall use its best efforts to cause all shares of Common Stock that have been acquired by such Holder pursuant to the exercise of this Warrant, and all shares of Common Stock that will be acquired by such Holder pursuant to the exercise of this Warrant not later than the fifth day prior to the filing of the registration statement under the Securities Act, which shares such Holder shall have requested to be included in the proposed registration ("Registrable Shares"), to be included in such registration to the extent requisite to permit the sale or other disposition by such Holder of such Registrable Shares. In the event the offering to be conducted pursuant to the proposed registration is to be an underwritten public offering, the registration rights provided in this Paragraph 6 shall be subject to the approval of the managing underwriter or underwriters of such offering, who shall determine the number of Registrable Shares, if any, that may be included in such registration without adversely affecting such offering.

RIGHT TO PARTICIPATE IN REGISTRATIONS. If, at any time prior to the expiration of two years from the last date on which this Warrant is validly exercised, the Company proposes to register shares of Common Stock (as defined in Paragraph 4 hereof) under the Securities Act of 1933, as amended (the "Securities Act"), on Form X-0, X-0, or S-3 (or any form which replaces or is substantially similar to such form), the Company shall each such time give notice of such proposed registration to the holder of this Warrant, if this Warrant has not yet expired, and to all holders of shares of Common Stock acquired by reason of exercise of this Warrant. Subject to the terms and provisions of this Paragraph 6, upon the request of any such holder ("Holder") made within 20 days after the giving of such notice by the Company, the Company shall use its best efforts to cause all shares of Common Stock that have been acquired by such Holder pursuant to the exercise of this Warrant, and all shares of Common Stock that will be acquired by such Holder pursuant to the exercise of this Warrant not later than the fifth day prior to the filing of the registration statement under the Securities Act, which shares such Holder shall have requested to be included in the proposed registration ("Registrable Shares"), to be included in such registration to the extent requisite to permit the sale or other disposition by such Holder of such Registrable Shares. In the event the offering to be conducted pursuant to the proposed registration is to be an underwritten public offering, the registration rights provided in this Paragraph 6 shall be subject to the approval of the managing underwriter or underwriters of such offering, who shall determine the number of Registrable Shares, if any, that may be included in such registration without adversely affecting such offering.

RIGHT TO PARTICIPATE IN REGISTRATIONS. If, at any time prior to the expiration of two years from the last date on which this Warrant is validly exercised, the Company proposes to register shares of Common Stock (as defined in Paragraph 4 hereof) under the Securities Act of 1933, as amended (the "Securities Act"), on Form X-0X-x, X-0, or S-3 (or any form which replaces or is substantially similar to such form), the Company shall each such time give notice of such proposed registration to the holder of this Warrant, if this Warrant has not yet expired, and to all holders of shares of Common Stock acquired by reason of exercise of this Warrant. Subject to the terms and provisions of this Paragraph 6, upon the request of any such holder ("Holder") made within 20 days after the giving of such notice by the Company, the Company shall use its best efforts to cause all shares of Common Stock that have been acquired by such Holder pursuant to the exercise of this Warrant, and all shares of Common Stock that will be acquired by such Holder pursuant to the exercise of this Warrant not later than the fifth day prior to the filing of the registration statement under the Securities Act, which shares such Holder shall have requested to be included in the proposed registration ("Registrable Shares"), to be included in such registration to the extent requisite to permit the sale or other disposition by such Holder of such Registrable Shares. In the event the offering to be conducted pursuant to the proposed registration is to be an underwritten public offering, the registration rights provided in this Paragraph 6 shall be subject to the approval of the managing underwriter or underwriters of such offering, who shall determine the number of Registrable Shares, if any, that may be included in such registration without adversely affecting such offering.

RIGHT TO PARTICIPATE IN REGISTRATIONS. If, If at any time prior to the expiration of two years from the last date on which this Warrant is validly exercised, the Company proposes to register shares of Common its Capital Stock (as defined in Paragraph 4 5 hereof) under the Securities Act of 1933, as amended (the "Securities Act"), on Form X-0S-1, X-0S-2, or S-3 (or any form which replaces or is substantially substantialxx similar to such form), the Company shall each such time give notice of such proposed registration to the holder of this Warrant, if this Warrant has not yet expired, and to all holders of shares of Common Stock acquired by reason of exercise of this WarrantWarrant Shares. Subject to the terms and provisions of this Paragraph 66(a), upon the request of any such holder ("Holder") made within 20 days after the giving receipt of such notice by the Companysuch holder, the Company shall use its best efforts to cause all shares of Common Stock Warrant Shares that have been acquired by such Holder holder pursuant to the exercise of this Warrant, and all shares of Common Stock Warrant Shares that will be acquired by such Holder holder pursuant to the exercise of this Warrant not later than the fifth day prior to the filing effectiveness of the registration statement under the Securities Act, and any other shares of Capital Stock held by such holder, which shares such Holder holder shall have requested to be included in the proposed registration (the "Registrable Shares"), to be included as "piggy-back" shares in such registration (the "Piggyback Registration") to the extent requisite to permit the sale or other disposition by such Holder holder of such Registrable Shares. In the event the offering to be conducted pursuant to the proposed registration is to be an underwritten public offering, the registration rights provided in this Paragraph 6 6(a) shall be subject to the approval of the managing underwriter or underwriters of such offering, who shall determine the number of Registrable Shares, if any, that may be included in such registration without adversely affecting such offering; provided, however, any such reduction by the underwriter or underwriters in the number of shares of Capital Stock included in such offering shall be applied and borne pro rata among all participants in such offering other than the Company.

RIGHT TO PARTICIPATE IN REGISTRATIONS. If, If at any time prior to the expiration of two years from the last date on which this Warrant is validly exercised, the Company proposes to register shares of Common Capital Stock (as defined in Paragraph 4 hereof) under the Securities Act of 1933, as amended (the "Securities Act"), on Form X-0S-1, X-0S-2, or S-3 (or any form which replaces or is substantially similar to such form), the Company shall each such time give notice of such proposed registration to the holder of this Warrant, if this Warrant has not yet expired, and to all holders of shares of Common Stock acquired by reason of exercise of this WarrantWarrant Shares. Subject to the terms and provisions of this Paragraph 65(a), upon the request of any such holder ("Holder") made within 20 days after the giving of such notice by the Company, the Company shall use its best efforts to cause all shares of Common Stock Warrant Shares that have been acquired by such Holder holder pursuant to the exercise of this Warrant, and all shares of Common Stock Warrant Shares that will be acquired by such Holder holder pursuant to the exercise of this Warrant not later than the fifth day prior to the filing of the registration statement under the Securities Act, which shares such Holder holder shall have requested to be included in the proposed registration (the "Registrable Shares"), to be included as "piggy- back" shares in such registration (the "Piggyback Registration") to the extent requisite to permit the sale or other disposition by such Holder holder of such Registrable Shares. In the event the offering to be conducted pursuant to the proposed registration is to be an underwritten public offering, the registration rights provided in this Paragraph 6 5(a) shall be subject to the approval of the managing underwriter or underwriters of such offering, who shall determine the number of Registrable Shares, if any, that may be included in such registration without adversely affecting such offering; provided, however, any such reduction by the underwriter or underwriters in the number of shares of Common Stock included in such offering shall be applied and borne pro rata among all participants in such offering other than the Company.

RIGHT TO PARTICIPATE IN REGISTRATIONS. If, at any time prior to following the expiration of two years from the last date on which this Warrant is validly exercisedLock-Up Period, the Company proposes to register shares of Common Stock capital stock (as defined in Paragraph 4 hereofSection 5) under the Securities Act of 1933Act, as amended in connection with a public offering for its own account (the "Securities Act"), other than a registration statement on Form X-0, X-0, S-8 or S-3 (Form S-4 under the Securities Act or on any form other registration statement which replaces or is substantially similar not suitable for use to such formregister the Warrant Shares), the Company shall each such time give notice of such proposed registration to the holder of this Warrant, if this Warrant has not yet expired, and to all holders of shares of Common Stock acquired by reason of exercise Holder of this Warrant. Subject to the terms and provisions of this Paragraph Section 6, upon the request of any such holder ("Holder") the Holder made within 20 days after the giving of such notice by the Company, the Company shall use its best efforts to cause all shares of Common Stock that have been acquired by such Holder pursuant to Warrant Shares the exercise of this Warrant, and all shares of Common Stock that will be acquired by such Holder pursuant to the exercise of this Warrant not later than the fifth day prior to the filing of the registration statement under the Securities Act, which shares such Holder shall have requested to be included in the proposed registration ("Registrable SharesREGISTRABLE SHARES"), ) to be included in such registration to the extent requisite required to permit the sale or other disposition by such Holder of such Registrable Shares, unless, in the opinion of counsel to the Company, registration of such Registrable Shares is not required to transfer such Registrable Shares. Notwithstanding anything to the contrary contained herein, the Company shall not be required to register any Registrable Shares if such Registrable Shares, at the time of the filing of such registration, are covered by or included in any other registration theretofore filed by the Company under the Securities Act. Any Registrable Shares registered pursuant to this Section 6(a) shall be included in such registration on the same terms and conditions as those applicable to the other shares of capital stock being registered. Notwithstanding anything to the contrary contained herein, for the purposes of this Section 6, "Registrable Shares" shall not include Warrant Shares which are eligible for resale under Rule 144(k) of the Securities Act. In the event the an offering to be conducted pursuant to the proposed registration is to be an underwritten public offering, the Company shall advise the Holder as a part of the written notice given pursuant to this Section 6(a), and the registration rights provided in this Paragraph 6 Section 6(a) shall be subject to the approval of condition that, if the managing underwriter or underwriters of such offering, who shall determine offering conclude that marketing factors require a limitation on the number of Registrable Sharessecurities to be underwritten, if anythe Company shall include in such registration: (i) first, that may all shares of the capital stock the Company proposes to sell; (ii) second, all shares of capital stock requested to be included in such registration by all holders who have registration rights EXPRESSLY superior to the rights contained in this Section 6; and (iii) third, the Warrant Shares requested by the Holder to be included in such registration and all shares of the capital stock requested to be included in such registration by any other holders of the capital stock who are entitled to include shares of the capital stock in such registration pursuant to written registration rights agreements granted by the Company on a PARI PASSU basis (the "OTHER SHAREHOLDERS") in excess of the number of shares of the capital stock the Company under clause (i) and the holders described under clause (ii) propose to sell which, in the opinion of such underwriters, can be sold without adversely affecting the anticipated price or probability of success of such offeringoffering (such aggregate number of shares of the capital stock included in such offering to be allocated pro rata among Holder and the Other Shareholders on the basis of the number of shares of the capital stock requested to be included therein by the Holder and each Other Shareholder).