Common use of NOTICE AND REQUEST Clause in Contracts

NOTICE AND REQUEST. If the Company at any time or from time to time proposes to register any securities under the Securities Act of 1933, as amended (the "Act") either for its own account or the account of any selling security holders (other than pursuant to (i) a registration statement on Forms S-4 or S-8 or any successor or similar forms, or (ii) a registration on any form that does not permit secondary sales), it will give notice to the Holder of its intention at least ten (10) days in advance of the filing of any registration statement with respect thereto. Upon the written request of the Holder given within five (5) business days after receipt of such notice, the Company, subject to Section 7.2 below, will include in such registration, and in any underwriting involved therein, all the shares of Common Stock issuable upon the exercise of the Warrants (the "Registrable Securities") included in such request. The Company shall cause the registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the registration statement to be declared effective under the Act as promptly as possible after the filing thereof. The Company shall use its reasonable best efforts to keep the registration statement continuously effective under the Act until the date which is the earlier date of when (i) all Registrable Securities have been effectively registered under the Act and disposed of in accordance with the registration statement covering them, (ii) all Registrable Securities are distributed to the public pursuant to Rule 144 (or any similar provision then in force) under the Act, or (iii) all Registrable Securities are otherwise freely transferable without restriction under the Act.

NOTICE AND REQUEST. If the Company at any time or from time to time proposes to register any securities under the Securities Act of 1933, as amended (the "Act") either for its own account or the account of any selling security holders (other than pursuant to (i) a registration statement on Forms S-4 or S-8 or any successor or similar forms, or (ii) a registration on any form that does not permit secondary sales), it will give notice to the Holder of its intention at least ten (10) days in advance of the filing of any registration statement with respect thereto. Upon the written request of the Holder given within five (5) business days after receipt of such notice, the Company, subject to Section 7.2 8.2 below, will include in such registration, and in any underwriting involved therein, all the shares of Common Stock issuable upon the exercise of the Warrants (the "Registrable Securities") included in such request. The Company shall cause the registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the registration statement to be declared effective under the Act as promptly as possible after the filing thereof. The Company shall use its reasonable best efforts to keep the registration statement continuously effective under the Act until the date which is the earlier date of when (i) all Registrable Securities have been effectively registered under the Act and disposed of in accordance with the registration statement covering them, (ii) all Registrable Securities are distributed to the public pursuant to Rule 144 (or any similar provision then in force) under the Act, or (iii) all Registrable Securities are otherwise freely transferable without restriction under the Act, and the holders thereof have delivered an opinion of their legal counsel to such effect in form and substance reasonably satisfactory to the Company.