Common use of S-3 Registrations Clause in Contracts

S-3 Registrations. If the Company is requested (and qualifies under applicable SEC rules) to undertake a Form S-3 or equivalent short-form registration, regardless of its designation, and any related qualification or compliance, of its securities by the Holders of Registrable Securities for an offering estimated to result in aggregate offering proceeds of at least $1,000,000, net of underwriting discounts and commissions, the Company shall promptly give notice of such proposed registration to all Holders of Registrable Securities, Founders and Baby-C Holders and the Company shall, as expeditiously as possible, use all reasonable efforts to effect the registration on Form S-3 of the Registrable Securities which the Company has been requested to register (i) in such request and (ii) in any response given within 15 days to a notice from the Company pursuant to this Section 2.6. Notwithstanding the foregoing, however, the Company shall not be required to effect more than two such registration pursuant to this Section 2.6 in any 12 month period. The substantive provisions of Section 2.4(b) shall be applicable to each registration initiated under this Section 2.6. Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 2.6: (i) 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 such service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company within ten days of the receipt of the request of such Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within 90 days (or 60 days in the case of a registration with respect to a Rule 145 transaction) of receipt of such request (other than with respect to a registration statement relating to an employee benefit plan); (iii) during the period starting with the date 60 days prior to the Company's estimated date of filing of, and ending on the date three months (or the date a Rule 145 transaction is consummated in the case of a registration relating to such transaction) immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company's obligation to use all reasonable efforts to file a registration statement shall be deferred for a period not to exceed 120 days from the receipt of the request to file such registration by such Holder, provided, however, that the Company may not utilize the right set forth in this clause (iv) more than once in any 12 month period). The Company may include in the registration under this Section 2.6 any other shares of Common Stock (including issued and outstanding shares of Common Stock as to which the holders thereof have contracted with the Company for "piggyback" registration rights pursuant to Section 2.5 hereof or any other similar agreement) so long as the inclusion in such registration of such shares will not, in the opinion of the managing underwriter (or in the reasonable opinion of the Company in the event that the offering is not underwritten), interfere with the successful marketing in accordance with the intended method of sale or other disposition of all the shares of Registrable Securities sought to be registered by the Holder or Holders of Registrable Securities pursuant to this Section 2.6. If it is determined as provided above that there will be such interference, the other shares of Common Stock sought to be included by the Company shall be excluded to the extent deemed necessary by the managing underwriter (or the Company if the offering is not underwritten), and all other shares of Common Stock held by other parties shall be excluded before the exclusion of any shares of Registrable Securities held by the Holders who desire to have their shares included in the registration and offering. If, as contemplated above, and after excluding all other shares of Common Stock held by other parties, shares of the Common Stock of the Holders are to be excluded, the number of shares of Common Stock of each participating Holder which are to be excluded shall be proportionate to the number of shares which such party is seeking to register. Registrations effected pursuant to this Section 2.6 shall not be construed as registrations effected pursuant to Section 2.4 or 2.5.

S-3 Registrations. If the Company is requested (and qualifies under applicable SEC rules) by Holders to undertake a Form S-3 or equivalent short-form registration, regardless of its designation, and any related qualification or compliance, of its securities by the Holders of Registrable Securities for an offering estimated to result in aggregate offering proceeds of at least $1,000,000, net of underwriting discounts and commissions, the Company shall promptly give notice of such proposed registration to all Holders of Registrable Securities, Founders and Baby-C Holders Securities and the Company shall, as expeditiously as possible, use all reasonable efforts to effect the registration on Form S-3 of the Registrable Securities which the Company has been requested to register (i) in such request and (ii) in any response given within 15 thirty (30) days to a notice from the Company pursuant to this Section 2.6. Notwithstanding the foregoing, however, the Company shall not be required to effect more than two one such registration pursuant to this Section 2.6 in any 12 twelve (12) month period. The substantive provisions of Section 2.4(b) shall be applicable to each registration initiated under this Section 2.6. Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 2.6: (i) 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 such service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company Company, within ten (10) days of the receipt of the request of such Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within 90 ninety (90) days for a public offering (or 60 sixty (60) days in the case of a registration with respect to a Rule 145 transaction) of receipt of such request (other than with respect to a registration statement relating to an employee benefit plan); (iii) during the period starting with the date 60 days prior to the Company's estimated date of filing of, and ending on the date three (3) months (or the date a Rule 145 transaction is consummated in the case of a registration relating to such transaction) immediately followingfollowing the filing of a registration statement for a public offering, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company's obligation to use all reasonable efforts to file a registration statement shall be deferred for a period not to exceed 120 one hundred twenty (120) days from the receipt of the request to file such registration by such Holder, provided, however, that the Company may not utilize the right set forth in this clause (iv) more than once in any 12 twelve (12) month period). The Company may include in the registration under this Section 2.6 any other shares of Common Stock (including issued and outstanding shares of Common Stock as to which the holders thereof have contracted with the Company for "piggyback" registration rights pursuant to Section 2.5 hereof or any other similar agreement) so long as the inclusion in such registration of such shares will not, in the opinion of the managing underwriter (or in the reasonable opinion of the Company in the event that the offering is not underwritten), interfere with the successful marketing in accordance with the intended method of sale or other disposition of all the shares of Registrable Securities sought to be registered by the Holder or Holders of Registrable Securities pursuant to this Section 2.6. If it is determined as provided above that there will be such interference, the other shares of Common Stock sought to be included by the Company shall be excluded to the extent deemed necessary by the managing underwriter (or the Company if the offering is not underwritten), and all other shares of Common Stock held by other parties shall be excluded before the exclusion of any shares of Registrable Securities held by the Holders who desire to have their shares included in the registration and offering. If, as contemplated above, and after excluding all other shares of Common Stock held by other parties, shares of the Common Stock of the Holders are to be excluded, the number of shares of Common Stock of each participating Holder which are to be excluded shall be proportionate to the number of shares which such party is seeking to register. Registrations effected pursuant to this Section 2.6 shall not be construed as registrations effected pursuant to Section 2.4 or 2.5.