Common use of Registration Upon Request Clause in Contracts

Registration Upon Request. (i) If, at any time after the Closing Date and prior to the third anniversary of the Closing Date, the Investor is or is deemed to be an “affiliate” of the Company within the meaning of Rule 144(a)(1) under the Securities Act, upon the request of the Investor, the Company shall use its reasonable best efforts to register under the Securities Act all or any portion of the Purchased Shares and any shares acquired pursuant to Section 3.1, held by the Investor for sale in the manner specified in such notice, provided that the reasonably anticipated aggregate price to the public of such offering shall exceed $1,000,000. The Company shall prepare a registration statement (a “Demand Registration Statement”) on Form S-3 or such other appropriate or available registration form of the SEC, utilizing Rule 415 to the extent possible under the Securities Act if so requested, with respect to any Demand Registration Statement. The Company shall not be required to effect more than one Demand Registration Statement, provided, however that if the number of shares requested by the Investor to be included in the Demand Registration Statement has been reduced by twenty-five percent (25%) or more pursuant to Section 3.2(a)(iv), the Company shall be required to effect one additional Demand Registration Statement if so requested in accordance with this clause (i), provided, further, that in the case of any such reduction, the Company shall not be required to effect more than two (2) Demand Registration Statements in the aggregate. (ii) Following receipt of any notice under paragraph (i) above, the Company may also register for sale for its own account or that of other security holders such additional shares of the Company’s capital stock as it shall desire, subject to paragraph (iv) below. (iii) In connection with any registration pursuant to this Section 3.2(a), if and when the Company is required by the provisions of paragraph (i) to register the Purchased Shares, the Company shall:

Registration Upon Request. (i) If, at (x) At any time after the Closing Date and prior to the third anniversary of the Closing Date, the Investor is or is deemed to be an “affiliate” of until such time at which the Company within is eligible to file and maintain the meaning effectiveness of, a registration statement on Form S-3 or any successor form thereto for a public offering of Rule 144(a)(1) under shares held by the Securities ActInvestors (such period of S-3 eligibility, the "S-3 Eligibility Period"), upon the request of the Investorany Investor or Investors holding Registrable Securities (as defined below) constituting at least forty percent (40%) in interest of all Registrable Securities then outstanding, the Company shall use its reasonable best efforts to register under the Securities Act all or any portion of the Purchased Shares and any shares acquired pursuant to Section 3.1, Registrable Securities held by the such requesting Investor or Investors for sale in the manner specified in such notice, provided that the reasonably anticipated aggregate price to the public of such offering shall exceed $1,000,000. The At any time other than an S-3 Eligibility Period or in the event the Company ceases to be S-3 eligible following the S-3 Eligibility Period, the Company shall prepare a registration statement (a “"Demand Registration Statement”") on Form S-3 S-1, Form SB-1 or such other appropriate or available registration form of the SEC, utilizing Rule 415 to the extent possible under the Securities Act if so requested, with respect to any Demand Registration Statement. The Company shall not be required to effect more than one three Demand Registration StatementStatements in the aggregate, provided, however that if the number of shares requested by the any Investor to be included in the all prior Demand Registration Statement Statements has been reduced by twenty-five percent (25%) 25)% or more pursuant to Section 3.2(a)(iv)3.9(a)(v) hereof, the Company shall be required to effect one additional Demand Registration Statement if so requested in accordance with this clause (ix), provided, further, that in the case of any such reduction, the Company shall not be required to effect more than two four (24) Demand Registration Statements in the aggregate. (ii) Following receipt of any notice under paragraph (i) above, the Company may also register for sale for its own account or that of other security holders such additional shares of the Company’s capital stock as it shall desire, subject to paragraph (iv) below. (iii) In connection with any registration pursuant to this Section 3.2(a), if and when the Company is required by the provisions of paragraph (i) to register the Purchased Shares, the Company shall: