Common use of Registration on Request Clause in Contracts

Registration on Request. (1) For a period of two years following the Closing, upon the written request of holders holding Registrable Securities requesting that the Parent effect the registration under the Securities Act of not less than 500,000 shares of such Registrable Securities, the Parent shall promptly provide written notice of such request to all holders of Registrable Securities, and thereupon will use its best efforts to register under the Securities Act the Registrable Securities held by such (2) The registration rights granted hereby are subject to the following limitations: (i) the Parent shall not be obligated to file more than one such registration statements pursuant hereto; (ii) the Parent shall not be obligated to cause any registration statement filed hereunder to be declared effective less than six months after the effective date of any other registration statement filed by the Parent; and (iii) if with respect thereto, the managing underwriter, the SEC, the Securities Act, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Parent at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the holders requesting registration agree to pay the expenses of the Parent in connection with such an audit other than the regular audit). In addition, the Parent shall have the right to postpone the filing of any registration statement requested pursuant hereto for up to three (3) months if, in the opinion of the Board of Directors of the Parent, the filing of any such registration statement would interfere with any material transaction then being pursued by the Parent or other material, pending development. The Parent shall select any underwriter or underwriters used in connection with any public offering of securities registered pursuant to this paragraph. (3) The Parent may elect to include in any registration statement filed and any offering pursuant hereto, newly issued shares of Common Stock and shares held by other stockholders of the Parent ("Other Sellers"); provided that if the number of securities desired to be offered by the Parent and such Other Sellers together with the Registrable Securities which the Parent has been requested to register exceeds the maximum number of securities which any managing underwriter recommends including in the offering, then the holders of Registrable Securities and the Parent shall be entitled to include in the offering the full number of securities which they desire to include, and each of the Other Sellers who elect to participate in the offering shall be entitled to sell a portion of the remaining maximum number, if any, pro rata based on the number of securities each such Other Seller notified the Parent that such Other Seller wished to sell. If, pursuant to the preceding sentence, all the securities of the Other Sellers are excluded, and the number of securities proposed to be included by the holders of Registrable Securities and the Parent exceeds the maximum number, such holders shall be entitled to include in the offering the full number of Registrable Securities and the Parent shall be entitled to sell the remaining amount up to the maximum number. Each of the holders of Registrable Securities and the Parent (in the event that any securities are to be offered by the Parent) may withdraw from any demand registration pursuant hereto by giving written notice to the Parent prior to

Registration on Request. (1a) For a period of two years following the Closing, upon the written request of holders holding Registrable Securities requesting that the Parent effect the registration under the Securities Act of not less than 500,000 shares of such Registrable Securities, the Parent shall promptly provide written notice of such request to all holders of Registrable Securities, and thereupon will use its best efforts to register under the Securities Act the Registrable Securities held by such (2) The registration rights granted hereby are subject to the following limitations: such holder, provided that (i) the Parent Company shall be obligated to register such Registrable Securities pursuant to this Section 4.2(a) on only two occasions, (ii) the Company shall not be obligated to file more than one such a registration statements pursuant hereto; (ii) the Parent shall not be obligated statement relating to cause any registration statement filed hereunder to be declared effective less than six request under this Section 4.2(a) within a period of nine months after the effective date of any other registration statement filed by the Parent; and relating to any registration request under this Section 4.2(a) which was not effected on Form S-3 (iiior any successor or similar short-form registration statement) or relating to any registration effected under Section 4.1, or if with respect thereto, thereto the managing underwriter, the SECCommission, the Securities ActAct or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Parent Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the holders requesting registration of the Registrable Securities to be registered agree to pay the expenses of the Parent Company in connection with such an audit other than the regular audit). In addition) and (iii) if the Company, in its sole discretion, determines that the filing of a registration statement in the near future pursuant to this Section 4.2 would interfere with any financing, acquisition, corporate reorganization or other similar transaction involving the Company or any Subsidiary or that such registration would require disclosure of non-public information that the Company deems advisable not to disclose, then the Company's obligation to file a registration statement shall be deferred for a period not to exceed 180 days; provided, however, that the Company shall not obtain such a deferral more than once in any twelve-month period. (b) If any registration requested pursuant to this Section which is proposed by the Company to be effected by the filing of a registration statement on Form S-3 (or any successor or similar short-form registration statement) shall be in connection with an underwritten public offering, and if the managing underwriter shall advise the Company in writing that, in its opinion, the Parent use of another form of registration statement is of material importance to the success of such proposed offering, then such registration shall be effected on such other form. (c) A registration requested pursuant to this Section will not be deemed to have been effected unless it has become effective, provided that if, within 180 days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court, such registration will be deemed not to have been effected. (d) If a requested registration pursuant to this Section involves an underwritten offering, the Company shall have the right to postpone select in good faith the filing investment banker or bankers and managers to administer the offering, provided, however, that such investment banker or bankers and managers shall be satisfactory to holders of a majority of the Registrable Securities which are held by holders and which the Company has been requested to register. (e) If a requested registration pursuant to this Section 4.2 involves an underwritten offering and the managing underwriter advises the Company that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such 26 23 offering, the Company will include in such registration only the Registrable Securities requested to be included in such registration pursuant to this Section 4.2. In the event that the number of Registrable Securities requested to be included in such registration exceeds the number which, in the opinion of such managing underwriter, can be sold, the number of such Registrable Securities to be included in such registration shall be allocated pro rata among the holders requesting registration pursuant to this Section 4.2 on the basis of the relative number of shares of Registrable Securities then held by each such holder (provided that any shares thereby allocated to any such holder that exceed such holder's request shall be reallocated among the remaining requesting holders in like manner). In the event that the number of Registrable Securities requested to be included in such registration statement requested pursuant hereto for up to three (3) months ifis less than the number which, in the opinion of the Board of Directors of the Parentmanaging underwriter, can be sold, the filing of any Company may include in such registration statement would interfere with any material transaction then being pursued by the Parent or other material, pending development. The Parent shall select any underwriter or underwriters used in connection with any public offering of securities registered pursuant the Company proposes to this paragraph. (3) The Parent may elect sell up to include in any registration statement filed and any offering pursuant hereto, newly issued shares of Common Stock and shares held by other stockholders of the Parent ("Other Sellers"); provided that if the number of securities desired to be offered by the Parent and such Other Sellers together with the Registrable Securities which the Parent has been requested to register exceeds the maximum number of securities which any managing underwriter recommends including that, in the offering, then the holders of Registrable Securities and the Parent shall be entitled to include in the offering the full number of securities which they desire to include, and each opinion of the Other Sellers who elect to participate in the offering shall underwriter, can be entitled to sell a portion of the remaining maximum number, if any, pro rata based on the number of securities each such Other Seller notified the Parent that such Other Seller wished to sell. If, pursuant to the preceding sentence, all the securities of the Other Sellers are excluded, and the number of securities proposed to be included by the holders of Registrable Securities and the Parent exceeds the maximum number, such holders shall be entitled to include in the offering the full number of Registrable Securities and the Parent shall be entitled to sell the remaining amount up to the maximum number. Each of the holders of Registrable Securities and the Parent (in the event that any securities are to be offered by the Parent) may withdraw from any demand registration pursuant hereto by giving written notice to the Parent prior tosold.

Registration on Request. (1a) For Subject to Section 4.1(c) and Section 4.3(a), if, at any time there is no currently effective Shelf Registration Statement on file with the SEC, the Company receives a period of two years following the Closing, upon the written request of holders holding Registrable Securities requesting from an Investor or Investors (the “Initiating Investors”) that the Parent Company file a Registration Statement covering the registration of at least 10% of the then-Outstanding Registrable Securities, then the Company will, as expeditiously as possible, use its commercially reasonable efforts to effect the registration under the Securities Act of not less than 500,000 shares of such Registrable Securities, the Parent shall promptly provide written notice portion of such request to all holders of Registrable Securities, and thereupon will use its best efforts to register under the Securities Act the Registrable Securities held by such (2) The that such Investor or Investors request, pursuant to a Registration Statement. Each request for a registration rights granted hereby are subject pursuant to this Section 4.1 will be in writing and will specify the following limitations: (i) approximate number of Registrable Securities requested to be registered and the Parent shall intended method of distribution. Notwithstanding the foregoing, the Company will not be obligated to file more than one such a registration statements requested pursuant hereto; to this Section 4.1: (iii) the Parent shall not be obligated to cause any registration statement filed hereunder to be declared effective less than six months within a period of 90 calendar days after the effective date of any other registration statement filed requested pursuant to this Section 4.1; (ii) on a total of more than five occasions; (iii) 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 service in such jurisdiction and except as may be required by the ParentSecurities Act; or (iv) if the Investors propose to dispose of shares of Registrable Securities that may be registered at such time pursuant to a Registration Statement contemplated in Section 4.2. (b) A registration requested pursuant to this Section 4.1 will not be deemed to have been effected unless the Registration Statement has become effective; provided, however, that if, within the period ending on the earlier to occur of (i) 90 days after the applicable Registration Statement has become effective and (ii) the date on which the distribution of the securities covered thereby has been completed, the offering of securities pursuant to such Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such Registration Statement will be deemed not to have been effected; provided, further, that if an Investor, after exercising its right to request a registration pursuant to this Section 4.1, withdraws from a registration so requested after the filing thereof, such registration will be deemed to have been effective with respect to such Investor in accordance with this Section 4.1. (c) Subject to Section 4.2, if, within five Business Days of receipt of a Registration Request, the Initiating Investors are advised in writing (the “Underwriter’s Advice”) that the Company has in good faith commenced the preparation of a Registration Statement for an underwritten Public Offering prior to receipt of such request and the managing underwriter of the proposed Public Offering has determined that in such firm’s good faith opinion, a registration at the time and on the terms requested would materially and adversely affect such underwritten Public Offering, then the Company will not be required to effect such requested registration pursuant to this Section 4.1 until the earliest of: (i) the abandonment of such underwritten Public Offering by the Company; (ii) 60 days after receipt of the Underwriter’s Advice by the Initiating Investors, unless the Registration Statement for such offering has become effective and such Public Offering has commenced on or prior to such 60th day; and (iii) if with respect theretothe Registration Statement for such Public Offering has become effective and such Public Offering has commenced on or prior to such 60th day, the managing underwriter, the SEC, the Securities Act, or the form day on which the restrictions on the Investors contained in the related lock-up agreement lapse with respect to such offering. Notwithstanding the foregoing, the Company will not be permitted to defer a registration statement requested pursuant to this Section 4.1 in reliance on this Section 4.1(c) more than once in any 365-day period. (d) The Company may postpone the filing or effectiveness of any Registration Statement and suspend any Investor’s use of any prospectus which is to be filed, would require a part of the conduct of an audit other than the regular audit conducted by the Parent at the end of its fiscal year, Registration Statement (in which case event the filing may be delayed until the completion of such regular audit (unless the holders requesting registration agree to pay the expenses Investors will discontinue sales of the Parent Registrable Securities pursuant to the Registration Statement) for a period of up to an aggregate of 90 days in any 365-day period, exclusive of days covered by any lock-up agreement executed by such Investor in connection with any underwritten Public Offering, after the request for registration pursuant to this Section 4.1 if a Material Disclosure Event exists or is pending at such an audit other than the regular audit). In addition, the Parent shall time. (e) The Company will have the right to postpone cause the filing registration of additional securities for sale for the account of any Person other than an Investor (including the Company) in any registration statement requested pursuant hereto for up to three (3) months if, in the opinion of the Board of Directors of the Parent, the filing of any such registration statement would interfere with any material transaction then being pursued by the Parent or other material, pending development. The Parent shall select any underwriter or underwriters used in connection with any public offering of securities registered pursuant to this paragraph. (3) The Parent may elect Section 4.1 to include in any registration statement filed and any offering pursuant hereto, newly issued shares of Common Stock and shares held by other stockholders of the Parent ("Other Sellers"); provided that if extent the number of securities desired to be offered by the Parent and such Other Sellers together with the Registrable Securities which the Parent has been requested to register exceeds the maximum number of securities which any managing underwriter recommends including in the offering, then the holders of Registrable Securities and the Parent shall be entitled to include in the or other independent marketing agent for such offering the full number of securities which they desire to include, and each of the Other Sellers who elect to participate in the offering shall be entitled to sell a portion of the remaining maximum number, (if any) determines that, pro rata based on in its opinion, the number of securities each such Other Seller notified the Parent that such Other Seller wished to sell. If, pursuant to the preceding sentence, all the securities of the Other Sellers are excluded, and the number of additional securities proposed to be included by sold will not materially and adversely affect the holders offering and sale of the Registrable Securities and the Parent exceeds the maximum number, such holders shall be entitled to include in the offering the full number of Registrable Securities and the Parent shall be entitled to sell the remaining amount up to the maximum number. Each of the holders of Registrable Securities and the Parent (in the event that any securities are to be offered registered in accordance with the intended method or methods of disposition then contemplated by the Parent) may withdraw from any demand such registration requested pursuant hereto by giving written notice to the Parent prior tothis Section 4.1.

Registration on Request. (1) For a period of two years following the ClosingExcept as otherwise provided in this Article VII, upon the written request notice of holders holding Registrable Securities a holder of shares of Purchaser Stock issued pursuant to Article VI (a "Holder") requesting that the Parent Purchaser effect the registration under the Securities Act Act, of not less than 500,000 all or part of the shares of Purchaser Stock held by it (collectively, the "Registrable Stock") which notice shall specify the intended method or methods of disposition of such Registrable SecuritiesStock (which shall not include an underwritten offering), Purchaser will file a registration statement with the Parent shall promptly provide written notice Securities and Exchange Commission ("SEC") (at the earliest possible date and, except as provided herein, no later than 30 days following receipt of such request to all holders of Registrable Securities, notice) and thereupon will use its reasonable best efforts to register effect the registration, under the Securities Act the Registrable Securities held by such (2) The registration rights granted hereby are subject to the following limitations: (i) the Parent shall not be obligated to file more than one such registration statements pursuant hereto; (ii) the Parent shall not be obligated to cause any registration statement filed hereunder to be declared effective less than six months after the effective date of any other registration statement filed by the Parent; and (iii) if with respect thereto, the managing underwriter, the SEC, the Securities Act, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Parent at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit Registrable Stock for disposition in accordance with the intended method or methods of disposition stated in such request, provided that: (unless the holders requesting registration agree to pay the expenses of the Parent in connection with such an audit other than the regular audit). In addition, the Parent shall have the right to postpone the filing of any registration statement requested pursuant hereto for up to three (3a) months if, upon receipt of a registration request pursuant to this Section 7.02, Purchaser is advised in writing (with a copy to the opinion of requesting Holder) by a recognized independent investment banking firm selected by the Board of Directors of Purchaser that, in such firm's opinion, a registration at he time and on the Parent, the filing of any such registration statement terms requested would interfere with any material transaction then being pursued by the Parent or other material, pending development. The Parent shall select any underwriter or underwriters used in connection with adversely affect any public offering of securities registered by Purchaser (other than in connection with employee benefit and similar plans) (a "Public Offering") for which a registration statement had been filed by Purchaser prior to receiving such registration request, Purchaser shall not be required to effect a registration pursuant to this paragraph. Section 7.02 until the earlier of (3i) The Parent may elect to include in three months after the completion of such Public Offering, (ii) the termination of any registration statement filed and any offering pursuant hereto, newly issued shares of Common Stock and shares held by other stockholders of the Parent ("Other Sellers"); provided that if the number of securities desired to be offered black out" period required by the Parent and such Other Sellers together with the Registrable Securities which the Parent has been requested to register exceeds the maximum number of securities which any managing underwriter recommends including in the offering, then the holders of Registrable Securities and the Parent shall be entitled to include in the offering the full number of securities which they desire to include, and each of the Other Sellers who elect to participate in the offering shall be entitled to sell a portion of the remaining maximum numberunderwriters, if any, pro rata based on to be applicable to such Holder in connection with such Public Offering, (iii) promptly after abandonment of such Public Offering or (iv) 135 days after the number date of securities each such Other Seller notified the Parent that such Other Seller wished to sell. If, pursuant to the preceding sentence, all the securities written notice of the Other Sellers are excludedHolder requesting registration; (b) if a registration request is made while a merger, consolidation, acquisition, disposition or other material development involving Purchaser is pending, and the number general counsel of securities proposed Purchaser determines in writing that the filing of a registration statement would require the disclosure of information that is material to such transaction or material development which Purchaser has a bona fide business purpose for preserving as confidential, and Purchaser promptly provides the Holder requesting registration a copy of such determination, Purchaser shall not be required to effect a registration pursuant to this Section 7.02 until the earlier of (i) the date upon which such material information is disclosed to the public or ceases to be included material or (ii) 135 days after the date of written notice by the holders Holder requesting registration; and (c) Purchaser shall have no obligation to file or to maintain the effectiveness of any registration statement relating to Registrable Securities and Stock after the Parent exceeds the maximum number, such holders shall be entitled to include in the offering the full number of Registrable Securities and the Parent shall be entitled to sell the remaining amount up to the maximum number. Each third anniversary of the holders of date on which such Registrable Securities and the Parent (in the event that any securities are to be offered Stock is issued by the Parent) may withdraw from any demand registration pursuant hereto by giving written notice to the Parent prior toPurchaser.