Common use of S-3 Registrations Clause in Contracts

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. If at any time (i) one or more Holders of ----------------- Registrable Securities representing the Investors holding at least 20% Requisite Amount of the of the total number of outstanding Restricted Shares (assuming conversion of all Debentures) 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 Restricted Shares shares of Registrable Securities held by such InvestorsHolder or Holders, the reasonably anticipated aggregate price to the public of which would exceed $2,500,000, 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 Restricted Shares Registrable Securities specified in such notice. Whenever the Company is required by this Section 7 2.3 to use its best efforts to effect the registration of Restricted SharesRegistrable Securities, each of the procedures and requirements of Section 5 2.1 (including but not limited to the requirement that the Company notify all holders Holders of Restricted Shares 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 7 2.3 within six months (or three months for purposes of clause (ii) below for all periods through December 31, 2001) after the effective date of a registration statement filed by the Company (i) covering a firm commitment underwritten public offering in which the holders of Restricted Shares Registrable Securities shall have been entitled to join pursuant to Sections 2.1 and 2.2 or (ii) pursuant to this Section 5 or 6 2.3, in each case in which there shall have been effectively registered all Restricted Shares shares of Registrable Securities as to which registration shall have been requested. There is no limitation on the number of registrations pursuant to this Section 7 2.3 that the Company is obligated to effect.

S-3 Registrations. If at any time (i) one or more Holders of Registrable Securities representing the Investors holding at least 20% Registrable Percentage of the of the total number of outstanding Restricted Shares (assuming conversion of all Debentures) 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 Restricted Shares shares of Registrable Securities held by such InvestorsHolder 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 Restricted Shares Registrable Securities specified in such notice. Whenever the Company is required by this Section 7 2.3 to use its best efforts to effect the registration of Restricted SharesRegistrable Securities, each of the procedures and requirements of Section 5 2.1 (including but not limited to the requirement that the Company notify all holders Holders of Restricted Shares 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, (i) no request may be made under this Section 7 2.3 within three 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 Restricted Shares Registrable Securities shall have been entitled to join pursuant to Section 5 or 6 Sections 2.1 and 2.2 in which there shall have been effectively registered all Restricted Shares shares of Registrable Securities as to which registration shall have been requested. There is no limitation on the number of requested registrations pursuant to this Section 7 that 2.3 and (ii) the Company is obligated shall not be required to effecteffect more than four registrations pursuant to this Section 2.3.