Common use of Rights to Demand Registration Clause in Contracts

Rights to Demand Registration. (a) If, at any time (and from time to time) after the 180th day following the date on which any registration statement pursuant to which the Company shall have initially registered (i) shares of Common Stock, or (ii) securities providing the holder thereof the right to acquire shares of Common Stock, under the Securities Act for sale to the public shall have been declared effective, the Company shall receive a Demand Notice, the Company shall promptly give written notice of such proposed registration to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by the Holders who shall respond in writing to the Company's notice within 10 days after receipt by the Holders in question of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration). Subject to section 2.2, the Company shall promptly use its best efforts to effect such registration under the Securities Act of the Registrable Securities that the Company has been so requested to register on such appropriate registration form of the Commission as shall be selected by the Company. The Company shall pay all Registration Expenses incurred in connection with a registration of Registrable Securities pursuant to this section 2.1. (b) A registration requested pursuant to this section 2.1 shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective and remained effective in compliance with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until the earlier of (x) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement and (y) 180 days after the effective date of such registration statement, except with respect to any registration statement filed pursuant to Rule 415 under the Securities Act, in which case the Company shall use its commercially reasonable efforts to keep such registration statement effective until such time as all of the Registrable Securities cease to be Registrable Securities, (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Holders and has not thereafter become effective, or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a failure on the part of the Holders.

Rights to Demand Registration. (a) If, If at any time (and from time to time) after time during the 180th day following the date on which any registration statement pursuant to which time period described in this Section 5.6(a), consultant shall request the Company shall have initially registered (i) shares of Common Stock, or (ii) securities providing the holder thereof the right to acquire shares of Common Stock, under the Securities Act for sale to the public shall have been declared effective, the Company shall receive a Demand Notice, the Company shall promptly give written notice of such proposed registration to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by the Holders who shall respond in writing to the Company's notice within 10 days after receipt by the Holders in question of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration). Subject to section 2.2, the Company shall promptly use its best efforts to effect such registration register under the Securities Act of 1933 (the Registrable "Securities that the Company has been so requested to register on such appropriate registration form Act"), as amended, any of the Commission as shall be selected by the Company. The Company shall pay all Registration Expenses incurred in connection with a registration Boca Common Stock issuable upon exercise of Registrable Securities any Options granted pursuant to this section 2.1. Agreement, Company shall use all reasonable efforts to cause such shares specified in such request to be registered as soon as reasonably practicable so as to permit the sale thereof and in connection therewith prepare and file a registration statement on Form S-3 under the Securities Act (bor on such other form as may be appropriate if Company is not then eligible to use Form S-3) A to effect such registration requested pursuant to this section 2.1 shall not be deemed and seek to have been effected such registration statement become effective as promptly as practicable; provided, however, that such request shall (i) unless a registration statement specify the number of shares intended to be offered and sold, (ii) express the present intention of the Consultant to offer or cause the offering of such shares for distribution, (iii) describe the nature or method of the proposed offer and sale thereof and (iv) contain the undertaking of the Consultant to provide all such information and materials and take all such action as may be reasonably required in order to permit the Company to comply with respect thereto has become effective and remained effective in compliance with the provisions all applicable requirements of the Securities Act with respect and Exchange Commission ("Commission") and to the disposition obtain any desired acceleration of all Registrable Securities covered by such registration statement until the earlier of (x) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement and (y) 180 days after the effective date of such registration statement, except with respect . The Company shall not have any obligation to effect a registration if the current market value of the shares sought to be registered is less than Two Million Dollars ($2,000,000) as of the date of Consultant's request for registration. Upon any registration statement filed becoming effective pursuant to Rule 415 under the Securities Actthis Section 5.6(a), in which case the Company shall use its commercially reasonable efforts to keep such registration statement effective until such time as all current for a period of 90 days. Notwithstanding the Registrable Securities cease foregoing, (x) the Company shall not be obligated to cause any special audit to be Registrable Securitiesundertaken in connection with any such registration, (y) the Company shall be entitled to postpone for a reasonable period of time, but not in excess of 90 days and not more than once in any 12-month period, the filing of any registration statement otherwise required to be prepared and filed by it if the Company, at the time it receives a request for registration, reasonably believes in good faith, that it would be disadvantageous to the Company for such filing to be made at the time requested by the Consultant and (z) the Company shall not be obligated to file a registration statement pursuant to this Section 5.6(a) during the 180-day period following the effectiveness of any registration statement filed by the Company in connection with an underwritten primary offering of its securities (or such longer period as may be required by the underwriters of such offering). The obligation of Company to register any shares on demand by Consultant shall continue only until the earlier of (i) the date that the Consultant is able to sell the shares owned by Consultant in the quantities desired without registration, by reason of an exemption under Rule 144 under the Securities Act, or (ii) if, after it a registration statement filed by reason of demand by the Consultant has become effective, such and been maintained effective and current as described above, on one occasion. If any registration is interfered will be underwritten, the managing underwriter shall be reasonably acceptable to the Company (with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court Company specifying in writing the reasons for any reason not attributable rejection of an underwriter selected by the Consultant), and the Company shall have the right to select a co-managing underwriter for any such registration, provided that no additional costs shall thereby be imposed on the Consultant. Notwithstanding anything to the Holders and has not thereafter become effectivecontrary contained in this Section 5.6, in no event shall the Company be required to engage in any marketing or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into sales efforts in connection with such a registration are not satisfied requested under this Section 5.6(a), including any "road show" or waived, other than by reason of a failure on the part of the Holderssimilar presentations.

Rights to Demand Registration. The Stock Purchasers shall be entitled to Demand Registration Rights as follows: (ai) IfIf the piggyback registration referenced at Section 2.02(a) below is not filed within sixty (60) days from the Closing Date, at any time or is not declared effective within one hundred twenty (120) days from the Closing Date, or, if all of the Contingent Demand Registrable Securities are not included in and from time to time) after the 180th day following the date on which any subject of an effective registration statement within one hundred twenty (120) days from the Closing Date Seller, as the recipient of shares pursuant to which the Asset Purchase Agreement, and Anton, as the holder of the option granted pursuant to that certain Consulting Agreement dated December 31, 1996 between Laurence H. Anton and the Companx (xxx Xxxxxx xxxd by Seller or Anton are referred to hereafter as the "Contingent Demand Registrable Securities") may make a written request (a "Demand Notice") to the Company for registration under the Act of all or part of the Contingent Demand Registrable Securities then owned by them (a "Contingent Demand Registration") and the Company shall have initially registered (i) shares of Common Stockthereupon file, or (ii) securities providing as expeditiously as possible, a registration statement with the holder thereof the right to acquire shares of Common Stock, under the Securities Act for sale to the public shall have been declared effective, the Company shall receive a Demand Notice, the Company shall promptly give written notice of such proposed registration to all other Holders SEC and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by the Holders who shall respond in writing to the Company's notice within 10 days after receipt by the Holders in question of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration). Subject to section 2.2, the Company shall promptly use its best efforts to effect such registration under the Securities Act of the Registrable Securities that the Company has been so requested to register on such appropriate registration form of the Commission as shall be selected by the Company. The Company shall pay all Registration Expenses incurred in connection with a registration of Registrable Securities pursuant to this section 2.1. (b) A registration requested pursuant to this section 2.1 shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective and remained effective in compliance with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until the earlier of (x) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition declared effective promptly by the seller SEC. Such Contingent Demand Registration shall be a "shelf registration" so that the securities may be offered on a delayed or sellers thereof set forth in such registration statement and (y) 180 days after the effective date of such registration statement, except with respect to any registration statement filed continuous basis pursuant to Rule 415 under the Securities Act, in which case Act and the Company shall use its commercially reasonable efforts to keep such registration statement effective until such time as the earliest to occur of (A) the expiration of the holding period required by SEC Rule 144 (to the extent applicable), including any amendments thereto, (B), a period of three years from the Closing Date or (C) all of the Contingent Demand Registrable Securities cease shall be sold; (ii) At any time beginning one (1) year after the Closing Date, those Stock Purchasers representing a majority in interest receiving Preferred Shares under Section 6.1 of the Asset Purchase Agreement may give a Demand Notice to be the Company for registration under the Act of all or part of the shares of Common Stock issuable upon conversion of the Preferred Shares, including any additional shares of Common Stock issued as a stock dividend or stock split or other distribution recapitalization or reclassification with respect to the Preferred Shares or the Common Stock issued upon conversion thereof (such shares being referred to hereafter as "Preferred Demand Registrable Securities"). Upon receipt of such a Demand Notice covering the Preferred Demand Registrable Securities, the Company shall thereupon, as expeditiously as possible, file a registration statement with the SEC and use its best efforts to have the registration statement declared effective promptly by the SEC (iia "Preferred Demand Registration"). Such Preferred Demand Registration shall be a "shelf registration" so that the securities may be offered on a delayed or continuous basis pursuant to Rule 415 under the Act and the Company shall keep registration effective until the earliest to occur of (A) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement the expiration of the Commission or other governmental agency or court for any reason not attributable holding period required by SEC Rule 144 (to the Holders and has not thereafter become effectiveextent applicable), including any amendments thereto, (B) a period of three (3) years, or (C) all of the Preferred Demand Registrable Securities in question shall be sold; (iii) if If at the conditions to closing specified time of either Demand Notice (a) the Company is engaged in a registered public offering or in a merger, consolidation, recapitalization or acquisition, or any other similar activity outside of the ordinary course of business which, in the underwriting agreementgood faith judgment of the Board of Directors of the Company, if anywould be materially and adversely affected by the requested registration, entered into or (b) the Board of Directors of the Company makes a good faith determination that the public disclosures required to be made in connection with such the requested registration are not satisfied or waived, other than by reason of statement would have a failure material and adverse impact on the part business, financial condition or prospects of the HoldersCompany, the Company may, at its option, direct that such request be delayed for a period of not more than sixty (60) days (provided that the total aggregate delay shall not exceed 180 days).

Rights to Demand Registration. (a) If, If at any time (and from time to time) after the 180th day following the date on which any registration statement pursuant to which , Teijin shall request the Company shall have initially registered (i) shares of Common Stock, or (ii) securities providing the holder thereof the right in writing to acquire shares of Common Stock, register under the Securities Act for sale the Shares or any shares of Common Stock issued upon exercise of the Warrant and held by Teijin (the shares subject to such request herein referred to as the public shall have been declared effective"Registrable Shares"), the Company shall receive a Demand Noticeuse all reasonable efforts to cause the Registrable Shares specified in such request (which must be at least such percentage of the aggregate shares of Common Stock then outstanding as is reasonably anticipated to result in an offering with aggregate gross proceeds to Teijin in excess of $7,500,000, or such lesser percentage if it constitutes all shares of voting stock held by Teijin at such time) to be registered as soon as reasonably practicable so as to permit the sale thereof and in connection therewith prepare and file, on such appropriate form as the Company in its discretion shall determine, a registration statement under the Securities Act to effect such registration and seek to have such registration statement become effective as promptly give written notice of as practicable; provided, however, that each such proposed registration to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by the Holders who shall respond in writing to the Company's notice within 10 days after receipt by the Holders in question of such notice request shall: (which response shall i) specify the number of Registrable Securities proposed Shares intended to be included in such registration). Subject to section 2.2, the Company shall promptly use its best efforts to effect such registration under the Securities Act of the Registrable Securities that the Company has been so requested to register on such appropriate registration form of the Commission as shall be selected by the Company. The Company shall pay all Registration Expenses incurred in connection with a registration of Registrable Securities pursuant to this section 2.1.offered and sold, (bii) A registration requested pursuant express the present intention of Teijin to this section 2.1 shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective and remained effective in compliance with offer or cause the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until the earlier of (x) such time as all offering of such Registrable Securities have been disposed Shares for distribution, (iii) describe the nature or method of the proposed offer and sale thereof, and (iv) contain the undertaking of Teijin to provide all such information and materials and take all such action as may be required in accordance order to permit the Company to comply with all applicable requirements of the intended methods SEC and to obtain any desired acceleration of disposition by the seller or sellers thereof set forth in such registration statement and (y) 180 days after the effective date of such registration statement, except with respect to . (b) Upon any registration statement filed becoming effective pursuant to Rule 415 under the Securities Actthis Section 1.1, in which case the Company shall use its commercially reasonable best efforts to keep such registration statement effective until such time as all current for a period of 90 days. Notwithstanding the Registrable Securities cease foregoing, (i) the Company shall not be obligated to cause any special audit to be Registrable Securitiesundertaken in connection with any such registration, (ii) ifthe Company shall be entitled to postpone for a reasonable period of time, after but not in excess of 120 calendar days, the filing of any registration statement otherwise required to be prepared and filed by it has become effectiveif the Company at the time it receives a request for registration, reasonably believes in good faith, and discloses to Teijin the reasons for such registration is interfered with by any stop orderbelief, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable that it would be disadvantageous to the Holders Company for such filing to be made at the time requested by Teijin in which event the Company may delay the preparation and has not thereafter become effective, or filing of a registration statement for a period of up to 120 days and (iii) if the conditions Company shall not be obligated to closing specified in file a registration statement pursuant to this Section 1.1 during the underwriting agreement, if any, entered into 90-day period following the effectiveness of any registration statement filed by the Company in connection with such an underwritten primary offering of its securities. The obligation of the Company to register any Registrable Shares on demand by Teijin in accordance with this Section 1.1 shall expire after registration are not satisfied or waived, other than statements filed by reason of a failure such demands have become effective on four separate occasions, and in no event shall Teijin be entitled to request more than two demand registration statements hereunder in any 12-month period. The Company shall not be obligated to file any registration statement if the part number of shares of Common Stock to be registered for sale would exceed ten percent (10%) of the Holdersaggregate shares of Common Stock then outstanding. In connection with any demand offering under this section 1.1 involving an underwriting of shares of the Company's capital stock, the Company shall select the underwriters subject to the reasonable consent of Teijin.