Common use of S-3 Registrations Clause in Contracts

S-3 Registrations. In addition to the rights under Sections 1.1(a) and Section 1.2, so long as the Parent is then eligible to file a registration statement on Form S-3 (or any successor form) under the Securities Act, then upon the written request by either the MassMutual Investors, BBI, or the Trivest Investors, the Parent shall use its best efforts to effect the registration (on such Form S-3 or any successor form) of the Registrable Securities of the holders making such request; provided that the Parent shall not be obligated to effect any such registration unless the reasonably anticipated price to the public of the Warrant Holder Registrable Securities and the Trivest Registrable Securities to be registered and sold pursuant thereto exceeds Two Million Dollars ($2,000,000). If so requested by either the Mass Mutual Investors, BBI, or the Trivest Investors, the Parent shall take such steps as are required to register such Warrant Holder Registrable Securities or Trivest Registrable Securities for sale on a delayed or continuous basis under Rule 415 under the Securities Act and to keep such registration effective for such period (but not longer than 90 days) as is necessary to permit the sale and distribution of such Warrant Holder Registrable Securities or Trivest Registrable Securities pursuant thereto. The Parent shall not be obligated to effect more than one registration requested pursuant to this Section 1.1(h) during any period of six consecutive months, nor shall it be obligated to effect any registration requested pursuant to this Section 1.1(h) within one hundred eighty (180) days after the effective date of any registration in which the holders of Warrant Holder Registrable Securities or Trivest Registrable Securities, shall have been permitted to participate fully under Section 1.2.

S-3 Registrations. In addition If, at any time or from time to time after the rights Corporation is eligible under Sections 1.1(aapplicable Commission rules to use a Form S-3 or equivalent "short-form" registration (a "FORM S-3") and Section 1.2of its Securities, so long as the Parent Corporation is requested in writing by any Holder of the Registrable Securities then outstanding to undertake a registration (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if the Corporation is then eligible to file use such a registration), the Corporation shall promptly give notice of such proposed registration to all Holders of Registrable Securities and such Holders shall have twenty (20) days to include their shares of Registrable Securities in such registration request. The Corporation shall file, as expeditiously as possible, but in no event more than forty-five (45) days after such twentieth date (20th) date, a registration statement on Form S-3 (or any successor forma "S-3 REGISTRATION STATEMENT") under of the Registrable Securities Act, then upon which the written request by either the MassMutual Investors, BBI, or the Trivest Investors, the Parent Corporation has been requested to register and thereafter shall use its best efforts to obtain effectiveness of such S-3 Registration Statement as soon as practicable. Notwithstanding the foregoing (i) the Corporation shall not be required to effect any registration hereunder unless the number of shares of Registrable Securities which Holders have requested to be included in such registration would result in an anticipated aggregate offering price of more than $2,000,000 (net of underwriting discounts and commissions), (ii) the Corporation shall not be obligated to take any action to effect more than four (4) such registrations pursuant to this Section 3.3 in any twelve-month period and (iii) the Corporation shall have the right to defer any such requested registration once in any twelve-month period, for a period of up to forty-five (45) days, if in the opinion of the Board, it would be seriously detrimental to the Corporation for a registration statement to be filed. The Corporation shall use its best efforts to keep any shelf registration statement continuously effective for a period until all of the Registrable Securities registered thereunder become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (such period being called the "SHELF REGISTRATION PERIOD"). Notwithstanding the foregoing, if in the opinion of the Board, it would be seriously detrimental to maintain the effectiveness of any shelf registration statement, the Corporation may allow such shelf registration statement to fail to be effective or the prospectus contained therein to be unusable as a result of such nondisclosure for up to sixty (60) days in any twelve-month period during the Shelf Registration Period. The Corporation may include in the registration (on under this Section 3.3 any other shares of Common Stock so long as the inclusion in such Form S-3 registration of such shares will not, in the opinion of the managing underwriter, if any, 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 3.3. 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 Corporation shall be excluded to the extent deemed appropriate by the managing underwriter, if any, and all other shares of Common Stock held by other parties shall be excluded before the exclusion of any successor form) 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 parties, other than the Holders, shares of the Registrable Securities of the holders making such request; provided that Holders are to be excluded, the Parent number of shares of Registrable Securities of each participating Holder which are to be included shall not be obligated to effect any such registration unless the reasonably anticipated price proportionate, as nearly as practicable, to the public number of shares included for the other participating Holders, based upon the total number of the Warrant Holder Registrable Securities and held by such Holders at the Trivest Registrable Securities to be registered and sold pursuant thereto exceeds Two Million Dollars ($2,000,000). If so requested by either time of filing of the Mass Mutual Investors, BBI, or the Trivest Investors, the Parent shall take such steps as are required to register such Warrant Holder Registrable Securities or Trivest Registrable Securities for sale on a delayed or continuous basis under Rule 415 under the Securities Act and to keep such registration effective for such period (but not longer than 90 days) as is necessary to permit the sale and distribution of such Warrant Holder Registrable Securities or Trivest Registrable Securities pursuant thereto. The Parent shall not be obligated to effect more than one registration requested pursuant to this Section 1.1(h) during any period of six consecutive months, nor shall it be obligated to effect any registration requested pursuant to this Section 1.1(h) within one hundred eighty (180) days after the effective date of any registration in which the holders of Warrant Holder Registrable Securities or Trivest Registrable Securities, shall have been permitted to participate fully under Section 1.2statement.