Common use of S-3 Registration Rights Clause in Contracts

S-3 Registration Rights. If, at any time on or after June 30, 2009, the Company shall receive from Holders of at least sixty percent (60%) of the Registrable Securities a written request (an “S-3 Request”) signed by such Holders requesting that the Company file with the Commission a “shelf” Registration Statement, the Company shall promptly, but in no event more than ninety (90) days following the date of the Company’s receipt of the S-3 Request (the “S-3 Filing Date”), prepare and file a registration statement covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415 (a “Shelf Registration Statement”). The Registration Statement shall be on Form S-3 (or if such form is not available to the Company, on another form appropriate for such registration in accordance herewith). The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but not later than ninety (90) days after the date of the Company’s receipt of the S-3 Request (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) with respect to a Holder, such time as all Registrable Securities held by such Holder may be sold without any restriction pursuant to Rule 144 as determined by counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). For purposes of the obligations of the Company under this Agreement, no Registration Statement shall be considered “effective” with respect to any Registrable Securities unless such Registration Statement lists the Holders of such Registrable Securities as “Selling Stockholders” and includes such other information as is required to be disclosed with respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, unless any such Holder is not included as a “Selling Stockholder” pursuant to Section 3(m). Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities.”

S-3 Registration Rights. IfEffective upon the Effective Time, at any time each Classifieds2000 Stockholder who receives shares of Excite Common Stock, including shares issued pursuant to the exercise of Assumed Warrants, in the Merger pursuant to Section 1.1 hereof shall be granted Form S-3 registration rights (other than pursuant to the assumption of Assumed Options, which shall be covered by a Form S-8 pursuant to Section 1.5.2 hereof) under the Securities Act of 1933, as amended (the "1933 ACT") on or after June 30, 2009, the Company shall receive from Holders of at least sixty percent (60%) terms and subject to the conditions and limitations of the Registrable Securities a written request Registration Rights Agreement attached hereto as Exhibit 1.5.1A (an “S-3 Request”) signed by such Holders requesting that the Company file with the Commission a “shelf” Registration Statement, the Company shall promptly, but in no event more than "REGISTRATION RIGHTS AGREEMENT"). Within ninety (90) days following the date of the Company’s receipt of the S-3 Request (the “S-3 Filing Date”)Closing, prepare and file a registration statement covering all Registrable Securities for a secondary or resale offering Excite will cause to be made on filed a continuous basis pursuant to Rule 415 (a “Shelf Registration Statement”). The Registration Statement shall be on Form S-3 (or if such form is not available covering the resale of all securities issued in the Merger, including shares issued pursuant to the Companyexercise of the Assumed Warrants (other than Assumed Options which shall be covered by the Form S-8, on another form appropriate for such registration in accordance herewithpursuant to Section 1.5.2 hereof). The Company shall Excite will use its reasonable best efforts to cause the Registration Statement to be declared become effective under the Securities Act as soon as practicable but not later than ninety (90) days promptly after the date of the Company’s receipt of the S-3 Request (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) and to shall keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) with respect to a Holder, such time as each recipient of Excite Common Stock is eligible to sell all Registrable Securities of the Excite Common Stock held by each such Holder may be sold without any restriction recipient (other than those covered by the Form S-8) in a three (3) month period pursuant to the resale restrictions provided for in Rule 144 as determined by counsel under the 1933 Act. Each Classifieds2000 Stockholder shall agree that the Excite Common Stock issued to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect him (the “Effectiveness Period”"LOCK UP Shares"). For purposes of the obligations of the Company under this Agreement, no Registration Statement shall be considered “effective” with respect to any Registrable Securities unless such Registration Statement lists the Holders of such Registrable Securities as “Selling Stockholders” and includes such other information as is required to be disclosed with respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, unless any such Holder is not included as a “Selling Stockholder” pursuant to Section 3(m). Such Registration Statement also shall cover, to the extent allowable under requested by Excite or an underwriter of securities of Excite, be subject, on a pro rata basis, to the Securities Act and lock-up provisions included in the rules promulgated thereunder Registration Rights Agreement in the event Excite initiates an underwritten offering of at least twenty million dollars (including Securities Act Rule 416), such indeterminate number $20,000,000.00) of additional newly issued shares of Excite Common Stock resulting from stock splitswith nationally recognized managing underwriters while the S-3 Registration Statement is effective; provided, stock dividends or similar transactions with respect however, the lock-up provisions shall not apply to (a) the Lock Up Shares that, prior to the Registrable Securities.”time of the underwritten offering, have been sold to the public or (b) any Classifieds2000 Stockholder, that,

S-3 Registration Rights. IfEffective upon the Effective Time, at any time each Netbot Stockholder who receives shares of Excite Common Stock, including shares issued pursuant to the exercise of Assumed Warrants, in the Merger pursuant to Section 1.1 hereof shall be granted Form S-3 registration rights (other than pursuant to the assumption of Assumed Options, which shall be covered by a Form S-8 pursuant to Section 1.5.2 hereof) under the Securities Act of 1933, as amended (the "1933 Act") on or after June 30, 2009, the Company shall receive from Holders of at least sixty percent (60%) terms and subject to the conditions and limitations of the Registrable Securities a written request Registration Rights Agreement attached hereto as Exhibit 1.5.1A (an “S-3 Request”) signed by such Holders requesting that the Company file with the Commission a “shelf” "Registration Statement, the Company shall promptly, but in no event more than Rights Agreement"). Within ninety (90) days following the date of the Company’s receipt of the S-3 Request (the “S-3 Filing Date”)Closing, prepare and file a registration statement covering all Registrable Securities for a secondary or resale offering Excite will cause to be made on filed a continuous basis pursuant to Rule 415 (a “Shelf Registration Statement”). The Registration Statement shall be on Form S-3 (or if such form is not available covering the resale of all securities issued in the Merger, including shares issued pursuant to the Companyexercise of the Assumed Warrants (other than Assumed Options which shall be covered by the Form S-8, on another form appropriate for such registration in accordance herewithpursuant to Section 1.5.2 hereof). The Company shall Excite will use its reasonable best efforts to cause the Registration Statement to be declared become effective under the Securities Act as soon as practicable but not later than ninety (90) days promptly after the date of the Company’s receipt of the S-3 Request (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) and to shall keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) with respect to a Holder, such time as each recipient of Excite Common Stock is eligible to sell all Registrable Securities of the Excite Common Stock held by each such Holder may be sold without any restriction recipient (other than those covered by the Form S-8) in a three (3) month period pursuant to the resale restrictions provided for in Rule 144 as determined by counsel under the 1933 Act. Each Netbot Stockholder shall agree that the Excite Common Stock issued to him (with the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect exception of 150,000 shares) (the “Effectiveness Period”"Lock-up Shares"). For purposes of the obligations of the Company under this Agreement, no Registration Statement shall be considered “effective” with respect to any Registrable Securities unless such Registration Statement lists the Holders of such Registrable Securities as “Selling Stockholders” and includes such other information as is required to be disclosed with respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, unless any such Holder is not included as a “Selling Stockholder” pursuant to Section 3(m). Such Registration Statement also shall cover, to the extent allowable requested by Excite or an underwriter of securities of Excite, be subject, on a pro rata basis, to the lock-up provisions included in the Registration Rights Agreement in the event Excite initiates an underwritten offering of at least twenty million dollars ($20,000,000.00) of newly issued shares of Excite Common Stock with nationally recognized managing underwriters while the S-3 Registration Statement is effective; provided, however, the lock-up provisions shall not apply to (a) the Lock-up Shares that, prior to the time of the underwritten offering, have been sold to the public or (b) any Netbot Stockholder, that, at the time of the request, has a beneficial ownership of less than one and one half percent (1 1/2%) of the outstanding shares of Excite Common Stock. Notwithstanding the foregoing or any provision to the contrary contained in the Registration Rights Agreement, no Netbot Stockholder will be obligated under the Securities Act and lock-up provisions included in the rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities.”Registration Rights Agreement

S-3 Registration Rights. If, at any time on or after June The Company will register the shares of Common Stock underlying the Warrants (the "Warrant Shares") within thirty (30, 2009, the Company shall receive from Holders of at least sixty percent (60%) of the Registrable Securities a written request (an “S-3 Request”) signed by such Holders requesting that the Company file with the Commission a “shelf” Registration Statement, the Company shall promptly, but in no event more than ninety (90) days following the date upon which the Company shall become eligible to register its securities on Form S-3 under the Securities Act of 1933, as amended (the "Securities Act") or any successor to such form in a manner that will, upon being declared effective, constitute a "shelf" registration for purposes of Rule 415 under the Securities Act, pursuant to which the Warrant Shares may be sold from time to time and in such amounts as the holder(s) thereof may hereafter determine, all in a manner consistent with all applicable provisions of the Company’s receipt Securities Act; provided, however, if at the time of such S-3 eligibility, the S-3 Request (the “S-3 Filing Date”), prepare and Company has formulated plans to file within 60 days thereof a registration statement covering all Registrable the sale of any of its securities in a public offering under the Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415 (a “Shelf Registration Statement”). The Registration Statement Act, no registration of the Warrant Shares shall be on Form S-3 (or if such form is not available to initiated under this Section 3(a) until 90 days after the Company, on another form appropriate for effective date of such registration statement unless the Company is no longer proceeding diligently to secure the effectiveness of such registration statement; provided that the Company shall provide the Warrant holder(s) the right to participate in accordance herewithsuch public offering pursuant to, and subject to, Section 3(b). The Company shall will use its reasonable best efforts to cause have the Registration Statement to be Form S-3 declared effective. At its expense, the Company will keep such registration effective under the Securities Act as soon as practicable but not later than ninety for a period of one hundred eighty (90180) days after or until the date of holder or holders have completed the Company’s receipt of distribution described in the S-3 Request (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writingregistration statement relating thereto, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) first occurs; and to keep furnish such Registration Statement continuously effective under the Securities Act until such date as is the earlier number of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) with respect to a Holder, such time as all Registrable Securities held by such Holder may be sold without any restriction pursuant to Rule 144 as determined by counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). For purposes of the obligations of the Company under this Agreement, no Registration Statement shall be considered “effective” with respect to any Registrable Securities unless such Registration Statement lists the Holders of such Registrable Securities as “Selling Stockholders” prospectuses and includes such other information as is required to be disclosed with respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, unless any such Holder is not included documents incident thereto as a “Selling Stockholder” pursuant holder from time to Section 3(m). Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securitiestime may reasonably request.”

S-3 Registration Rights. If, at any time on or after June 30, 2009, the Company shall receive from Holders of at least sixty percent (60%) of the Registrable Securities a written request (an “S-3 Request”) signed by such Holders requesting that the Company file with the Commission a “shelf” Registration Statement, the Company shall promptlyPromptly, but in no event more than ninety (90) days following the date of the Company’s receipt of the Company becoming eligible to file a Form S-3 Request registration statement (the “S-3 Filing Date”), the Company shall prepare and file with the Commission a registration statement “shelf” Registration Statement covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415 (a “Shelf Registration Statement”). The Registration Statement shall be on Form S-3 (or if such form is not available to the Company, Company on another form appropriate for such registration in accordance herewith). The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but not later than ninety (90) days after the date of the Company’s receipt of the regaining S-3 Request Registration Statement eligibility (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) with respect to a such Holder, such time as all Registrable Securities held by such Holder may be sold without any restriction pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). For purposes of the obligations of the Company under this Agreement, no Registration Statement shall be considered “effective” with respect to any Registrable Securities unless such Registration Statement lists the Holders of such Registrable Securities as “Selling Stockholders” and includes such other information as is required to be disclosed with respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, unless any such Holder is not included as a “Selling Stockholder” pursuant to Section 3(m). Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities.”

S-3 Registration Rights. IfEffective upon the Effective Time, at any time each Classifieds2000 Stockholder who receives shares of Excite Common Stock, including shares issued pursuant to the exercise of Assumed Warrants, in the Merger pursuant to Section 1.1 hereof shall be granted Form S-3 registration rights (other than pursuant to the assumption of Assumed Options, which shall be covered by a Form S-8 pursuant to Section 1.5.2 hereof) under the Securities Act of 1933, as amended (the "1933 ACT") on or after June 30, 2009, the Company shall receive from Holders of at least sixty percent (60%) terms and subject to the conditions and limitations of the Registrable Securities a written request Registration Rights Agreement attached hereto as Exhibit 1.5.1A (an “S-3 Request”) signed by such Holders requesting that the Company file with the Commission a “shelf” Registration Statement, the Company shall promptly, but in no event more than "REGISTRATION RIGHTS AGREEMENT"). Within ninety (90) days following the date of the Company’s receipt of the S-3 Request (the “S-3 Filing Date”)Closing, prepare and file a registration statement covering all Registrable Securities for a secondary or resale offering Excite will cause to be made on filed a continuous basis pursuant to Rule 415 (a “Shelf Registration Statement”). The Registration Statement shall be on Form S-3 (or if such form is not available covering the resale of all securities issued in the Merger, including shares issued pursuant to the Companyexercise of the Assumed Warrants (other than Assumed Options which shall be covered by the Form S-8, on another form appropriate for such registration in accordance herewithpursuant to Section 1.5.2 hereof). The Company shall Excite will use its reasonable best efforts to cause the Registration Statement to be declared become effective under the Securities Act as soon as practicable but not later than ninety (90) days promptly after the date of the Company’s receipt of the S-3 Request (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) and to shall keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) with respect to a Holder, such time as each recipient of Excite Common Stock is eligible to sell all Registrable Securities of the Excite Common Stock held by each such Holder may be sold without any restriction recipient (other than those covered by the Form S-8) in a three (3) month period pursuant to the resale restrictions provided for in Rule 144 as determined by counsel under the 1933 Act. Each Classifieds2000 Stockholder shall agree that the Excite Common Stock issued to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect him (the “Effectiveness Period”"LOCK UP SHARES"). For purposes of the obligations of the Company under this Agreement, no Registration Statement shall be considered “effective” with respect to any Registrable Securities unless such Registration Statement lists the Holders of such Registrable Securities as “Selling Stockholders” and includes such other information as is required to be disclosed with respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, unless any such Holder is not included as a “Selling Stockholder” pursuant to Section 3(m). Such Registration Statement also shall cover, to the extent allowable requested by Excite or an underwriter of securities of Excite, be subject, on a pro rata basis, to the lock-up provisions included in the Registration Rights Agreement in the event Excite initiates an underwritten offering of at least twenty million dollars ($20,000,000.00) of newly issued shares of Excite Common Stock with nationally recognized managing underwriters while the S-3 Registration Statement is effective; provided, however, the lock-up provisions shall not apply to (a) the Lock Up Shares that, prior to the time of the underwritten offering, have been sold to the public or (b) any Classifieds2000 Stockholder, that, at the time of the request, has a beneficial ownership of less than one and one half percent (1 1/2%) of the outstanding shares of Excite Common Stock. Notwithstanding the foregoing or any provision to the contrary contained in the Registration Rights Agreement, no Classifieds2000 Stockholder will be obligated under the Securities Act lock-up provisions included in the Registration Rights Agreement unless all Excite executive officers, directors and the rules promulgated thereunder beneficial owners of greater than one and one half percent (including Securities Act Rule 416), such indeterminate number 1 1/2%) of additional shares of Excite's outstanding Common Stock resulting from stock splitsenter into identical lock-up agreements. In order to enforce the foregoing covenants, stock dividends or similar transactions with respect Excite shall have the right to place restrictive legends on the certificates of the Excite Common Stock issued in the Merger, indicating that the shares are subject to the Registrable Securitiesprovisions of the Registration Rights Agreement until the sale of such shares.”

S-3 Registration Rights. If, at any time on or after June The Company will register the shares of Common Stock underlying the Warrants (the "Warrant Shares") within thirty (30, 2009, the Company shall receive from Holders of at least sixty percent (60%) of the Registrable Securities a written request (an “S-3 Request”) signed by such Holders requesting that the Company file with the Commission a “shelf” Registration Statement, the Company shall promptly, but in no event more than ninety (90) days following the date upon which the Company shall become eligible to register its securities on Form S-3 under the Securities Act of 1933, as amended (the "Securities Act") or any successor to such form in a manner that will, upon being declared effective, constitute a "shelf" registration for purposes of Rule 415 under the Securities Act, pursuant to which the Warrant Shares may be sold from time to time and in such amounts as the holder(s) thereof may hereafter determine, all in a manner consistent with all applicable provisions of the Company’s receipt Securities Act; provided, however, if at the time of such S-3 eligibility, the S-3 Request (the “S-3 Filing Date”), prepare and Company has formulated plans to file within 60 days thereof a registration statement covering all Registrable the sale of any of its securities in a public offering under the Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415 (a “Shelf Registration Statement”). The Registration Statement Act, no registration of the Warrant Shares shall be on Form S-3 (or if such form is not available to initiated under this Section 4(a) until 90 days after the Company, on another form appropriate for effective date of such registration statement unless the Company is no longer proceeding diligently to secure the effectiveness of such registration statement; provided that the Company shall provide the Warrant holder(s) the right to participate in accordance herewithsuch public offering pursuant to, and subject to, Section 4(b). The Company shall will use its reasonable best efforts to cause have the Registration Statement to be Form S-3 declared effective. At its expense, the Company will keep such registration effective under the Securities Act as soon as practicable but not later than ninety for a period of one hundred eighty (90180) days after or until the date of holder or holders have completed the Company’s receipt of distribution described in the S-3 Request (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writingregistration statement relating thereto, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) first occurs; and to keep furnish such Registration Statement continuously effective under the Securities Act until such date as is the earlier number of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) with respect to a Holder, such time as all Registrable Securities held by such Holder may be sold without any restriction pursuant to Rule 144 as determined by counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). For purposes of the obligations of the Company under this Agreement, no Registration Statement shall be considered “effective” with respect to any Registrable Securities unless such Registration Statement lists the Holders of such Registrable Securities as “Selling Stockholders” prospectuses and includes such other information as is required to be disclosed with respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, unless any such Holder is not included documents incident thereto as a “Selling Stockholder” pursuant holder from time to Section 3(m). Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securitiestime may reasonably request.”