S-3 Registrations. (a) Once the Company is eligible to effect a registration of its securities under Form S-3 (or successor form), the Holders will have the right to request and have effected (but only one registration per twelve month period) registrations of Registrable Securities on Form S-3 as long as the aggregate proposed offering price is not less $3 million for any such registration. Upon written request of Holders holding at least $3 million of Registrable Securities, the Company will promptly notify in writing all other Holders of Registrable Securities of such request, which Holders shall within twenty days following such notice from the Company, notify the Company in writing whether such persons desire to have Registrable Securities held by them included in such offering. Following the expiration of such twenty day period, the Company will use all reasonable efforts to cause the registration of all Registrable Securities proposed to be included in the offering on Form S-3 or such successor form to the extent so requested. Notwithstanding the above, the Company shall not be required under this Section 1.3 to include any of the Holders' Registrable Securities in any offering on Form S-3 which involves an underwriting unless such Holders accept the terms of such underwriting as agreed upon between the Company and the underwriters selected by it.
(b) Notwithstanding anything in this Section 1.3 to the contrary, the Company shall not be obligated to prepare or file any registration statement pursuant to this Section 1.3 or to prepare or file any amendment or supplement thereto, at any time when the Company, in the good faith judgment of its Board of Directors, reasonably believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, (i) would materially adversely affect a pending or proposed public offering of the Company's securities, or an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, negotiations, discussions or pending proposals with respect thereto or (ii) would materially adversely affect the business or prospects of the Company in view of the disclosures that may be required thereby of information about the business, assets, liabilities or operations of the Company not theretofore disclosed; provided, however, that the filing of a registration statement, or any supplement or amendment thereto, by the Company may be deferred pursuant to this Section 1.3 for no longer than 180...
S-3 Registrations. If at any time that the Company is eligible to use Form S-3 or any successor thereto, any Holder or Holders requests that the Company file a Registration Statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Registrable Common Stock held by such Holders, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto (an "S-3 Registration"), for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registrable Common Stock specified in such notice; provided, however, that the Company shall have no obligation to register such shares of Registrable Common Stock pursuant to this Section if (based on the current market prices) the number of shares of Registrable Common Stock specified in such notice would not yield gross proceeds to the selling stockholders of at least $1,500,000. Whenever the Company is required by this Section 4 to use its best efforts to effect the registration of Registrable Common Stock, each of the procedures and requirements of Section 2 (including but not limited to the requirement that the Company notify all Holders from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. There is no limitation on the number of registrations pursuant to this Section 4 that the Company is obligated to effect.
S-3 Registrations. If at any time (i) the Investors holding at least 20% of the of the total number of outstanding Restricted Shares (assuming conversion of all Debentures) request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Restricted Shares held by such Investors, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Shares specified in such notice. Whenever the Company is required by this Section 7 to use its best efforts to effect the registration of Restricted Shares, each of the procedures and requirements of Section 5 (including but not limited to the requirement that the Company notify all holders of Restricted Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 7 within three months after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Shares shall have been entitled to join pursuant to Section 5 or 6 in which there shall have been effectively registered all Restricted Shares as to which registration shall have been requested. There is no limitation on the number of registrations pursuant to this Section 7 that the Company is obligated to effect.
S-3 Registrations. In addition to the rights under paragraph (a) above and without in any way limiting the rights of the Investors under Section 5(d) below, upon written request (a “S-3 Registration Request”) of an Investor, the Company shall use its best efforts to effect the registration of all or part of the Registrable Securities held by the Investor making a request pursuant to this paragraph (c) (a “S-3 Registration”); provided, however, that the Company shall be obligated to use best efforts to effect a registration requested pursuant to this paragraph (c) only if the Company is then eligible to file the related registration statement on Form S-3 (or any successor form) under the Securities Act. Each Investor shall be entitled to make an unlimited number of S-3 Registration Requests. The Company shall pay all Registration Expenses related to each registration requested pursuant to this Section 5(c). If and to the extent that any Investor shall have, at the time of delivery of the written request referred to in this paragraph, no present intention of selling or distributing such Registrable Securities, the Company shall be obligated to effect the registration of such Registrable Securities of such Investor only if and to the extent, in each case, that such registration is at the time permitted by the applicable statutes or rules and regulations thereunder or the practices of the governmental authority concerned.
S-3 Registrations. If the Company is requested (and qualifies under applicable SEC rules) to undertake a Form S-3 or equivalent short-form registration, regardless of its designation, and any related qualification or compliance, of its securities by the Holders of Registrable Securities for an offering estimated to result in aggregate offering proceeds of at least $1,000,000, net of underwriting discounts and commissions, the Company shall promptly give notice of such proposed registration to all Holders of Registrable Securities, Founders and Baby-C Holders and the Company shall, as expeditiously as possible, use all reasonable efforts to effect the registration on Form S-3 of the Registrable Securities which the Company has been requested to register (i) in such request and (ii) in any response given within 15 days to a notice from the Company pursuant to this Section 2.6. Notwithstanding the foregoing, however, the Company shall not be required to effect more than two such registration pursuant to this Section 2.6 in any 12 month period. The substantive provisions of Section 2.4(b) shall be applicable to each registration initiated under this Section 2.6. Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 2.6: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to such service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company within ten days of the receipt of the request of such Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within 90 days (or 60 days in the case of a registration with respect to a Rule 145 transaction) of receipt of such request (other than with respect to a registration statement relating to an employee benefit plan); (iii) during the period starting with the date 60 days prior to the Company's estimated date of filing of, and ending on the date three months (or the date a Rule 145 transaction is consummated in the case of a registration relating to such transaction) immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities with respect to an employee benefit plan), provided that the Company is actively employi...
S-3 Registrations. If at any time that the Company is eligible to use Form S-3 or any successor thereto, any Holder or Holders requests that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion but not less than $1 million of the Registrable Securities held by such Holders, then the Company shall use its best efforts to register under the Securities Act on Form S-3 (an "S-3 Registration") or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of Registrable Securities specified in such notice. The Holders shall indicate in their request whether they are exercising a Demand Registration or their right to request a registration on Form S-3 pursuant to this Section 4. Whenever the Company is required by this Section 4 to use its best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2 (including but not limited to the requirement that the Company notify all Holders from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. There is no limitation on the number of registrations pursuant to this Section 4 that the Company is obligated to effect.
S-3 Registrations. 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), Holders of Registrable Securities may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate market value of at least $25,000,000 (based on the closing market price for the Common Stock on the trading day prior to the Company's receipt of the request). The Company shall not be obligated to effect any registration under this Section 4 (i) if in a given six month period, the Company has effected one (1) such registration in such period, or (ii) if the Company has initiated four (4) such registrations pursuant to this Section 4, provided that only the following registrations shall be counted: (1) registrations which have been declared or ordered effective and pursuant to which Registrable Securities have been sold and (2) registrations which have been withdrawn by the Holders (other than pursuant to the last sentence of Section 3.4) as to which the Holders have not elected to bear the Registration Expenses. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Holders from whom notice has not been received. Such Holders shall have the right, by giving written notice to the Company within 20 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Securities as such Holders may request in such notice of election. The provisions of Sections 3.5 through 3.7 shall apply to such registration. Thereupon the Company shall use its Required Efforts to effect the registration on Form S-3, or such successor form, of all Registrable Securities that the Company has been requested to register in connection with such registration.
S-3 Registrations. In addition to the rights under Sections 1.1(a) and Section 1.2, so long as the Parent is then eligible to file a registration statement on Form S-3 (or any successor form) under the Securities Act, then upon the written request by either the MassMutual Investors, BBI, or the Trivest Investors, the Parent shall use its best efforts to effect the registration (on such Form S-3 or any successor form) of the Registrable Securities of the holders making such request; provided that the Parent shall not be obligated to effect any such registration unless the reasonably anticipated price to the public of the Warrant Holder Registrable Securities and the Trivest Registrable Securities to be registered and sold pursuant thereto exceeds Two Million Dollars ($2,000,000). If so requested by either the Mass Mutual Investors, BBI, or the Trivest Investors, the Parent shall take such steps as are required to register such Warrant Holder Registrable Securities or Trivest Registrable Securities for sale on a delayed or continuous basis under Rule 415 under the Securities Act and to keep such registration effective for such period (but not longer than 90 days) as is necessary to permit the sale and distribution of such Warrant Holder Registrable Securities or Trivest Registrable Securities pursuant thereto. The Parent shall not be obligated to effect more than one registration requested pursuant to this Section 1.1(h) during any period of six consecutive months, nor shall it be obligated to effect any registration requested pursuant to this Section 1.1(h) within one hundred eighty (180) days after the effective date of any registration in which the holders of Warrant Holder Registrable Securities or Trivest Registrable Securities, shall have been permitted to participate fully under Section 1.2.
S-3 Registrations. If at any time (i) one or more Holders of Registrable Securities representing the Registrable Percentage of Outstanding Holders request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Registrable Securities held by such Holder or Holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registrable Securities specified in such notice. Whenever the Company is required by this Section 2.3 to use its best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1 (including but not limited to the requirement that the Company notify all Holders of Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2.3 within six months after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of
S-3 Registrations. 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, hereinafter “Form S-3”), each of WFC and HMQ shall have the right to effect a Registration Statement on Form S-3 with respect to the WFC Holders’ Registrable Shares. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all WFC Holders. Such other WFC Holders shall have the right, by giving written notice to the Company within thirty (30) days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such WFC Holders may request in such notice of election. Thereupon, the Company shall, at its own expense and as expeditiously as possible, subject to Section 2.5, use commercially reasonable efforts to effect the registration of all Registrable Shares that the Company has been requested so to register.
