Common use of Shelf Registration on Form S-3 Clause in Contracts

Shelf Registration on Form S-3. (a) At any time after 90 days from the date of the issuance and sale of the Series B Preferred Stock any Holder or Holders may deliver to the Company a written request (a "Form S-3 Request") that the Company file and use its best efforts to cause to become effective a "shelf" registration statement on Form S-3 (or such equivalent successor form) under the Securities Act for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration Statement") with respect to such number of Eligible Securities owned by the Holder or Holders as shall be specified in such request; (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof); provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 3 unless the aggregate value of the securities to be registered thereon would exceed $2,500,000. The Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Form S-3 Request under this Section 3, (a) more than two Shelf Registration Statements at the request of Doubletree, (b) more than two Shelf Registrations at the request of the Investors holding shares of Series A Preferred Eligible Securities or (c) more than two Shelf Registrations at the request of Investors holding shares of Series B Preferred Eligible Securities.

Shelf Registration on Form S-3. (a) At any time after 90 180 days from the date of the issuance and sale of the Series B Preferred Stock Stock, any Holder or Holders may deliver to the Company a written request (a "Form S-3 Request") that the Company file and use its best efforts to cause to become effective a "shelf" registration statement on Form S-3 (or such equivalent successor form) under the Securities Act for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration Statement") with respect to such number of Eligible Securities owned by the Holder or Holders as shall be specified in such request; (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof); provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 3 unless the aggregate value of the securities to be registered thereon would exceed $2,500,000. The Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Form S-3 Request under this Section 3, (a) more than two Shelf Registration Statements at the request on behalf of Doubletree, or (b) more than two Shelf Registrations at the request on behalf of the Investors holding shares of Series A Preferred Eligible Securities or (c) more than two Shelf Registrations at the request of Investors holding shares of Series B Preferred Eligible SecuritiesInvestors.

Shelf Registration on Form S-3. (a) At any time after 90 180 days from the date of the issuance and sale of the Series B Preferred Stock Stock, any Holder or Holders may deliver to the Company a written request (a "Form S-3 Request") that the Company file and use its best efforts to cause to become effective a "shelf" registration statement on Form S-3 (or such equivalent successor form) under the Securities Act for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration Statement") with respect to such number of Eligible Securities owned by the Holder or Holders as shall be specified in such request; request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof); provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 3 unless the aggregate value of the securities to be registered thereon would exceed $2,500,000. The Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Form S-3 Request under this Section 3, (a) more than two Shelf Registration Statements at the request on behalf of Doubletree, or (b) more than two Shelf Registrations at the request on behalf of the Investors holding shares of Series A Preferred Eligible Securities or (c) more than two Shelf Registrations at the request of Investors holding shares of Series B Preferred Eligible SecuritiesInvestors.