Common use of Series C Holders Clause in Contracts

Series C Holders. The Series C Holders, acting as a class by written consent of the holders of at least twenty percent (20%) of the Series C Convertible Preferred Stock constituting Registrable Securities, may notify the Company that they intend to offer to or cause to be offered for public sale all or any portion of the Registrable Securities held by or issuable to them (a "Series C Holder Demand Registration"); then, subject to the rights of the Company set forth in Section 2.1(b) and the registration rights of each other Holder set forth in Section 2.3, the Company will use its best efforts to cause such Registrable Securities as may be requested by the Series C Holders to be registered under the Securities Act, pursuant to a Registration Statement on such form as may then be available to the Company for sale in an underwritten offering or a non-underwritten offering, as elected by the Series C Holders, and to keep such Registration Statement effective until the earlier of: (x) the date six months from the date of effectiveness thereof, or (y) the date on which all of the Series C Holders' Registrable Securities registered thereunder are sold; provided, however, that the Series C Holders must request registration of Registrable Securities with a Fair Market Value, on the date of such request, of at least $10 million (unless the Fair Market Value of all of the Registrable Securities held by or issuable to the Series C Holders is less than $10 million, in which event all of the Registrable Securities held by or issuable to the Series C Holders must be included in such registration in order to effect such registration). Subject to the rights of each Holder as set forth in Sections 2.1(e) and 2.1(j), the Series C Holders shall be entitled to two Series C Demand Registrations as provided herein. If the Series C Holder Demand Registration is requested by the holders of less than all of the Series C Holders, the Company shall send prompt written notice to the other Series C Holders and if such other Series C Holders also notify the Company that they intend to offer to or cause to be offered for public sale all or any portion of the Registrable Securities held by or issuable to them, such other Series C Holders shall have an equal right to the original requesting Series C Holders to have Registrable Securities registered under the Securities Act. The Company may postpone the filing of any Registration Statement required under this Section 2.1 for a reasonable period of time, not to exceed 120 days following receipt by the Company of the Series C Holders' request, if a Suspension Event (as hereinafter defined) has occurred and is continuing.

Series C Holders. The At any time after the date which is twelve (12) ---------------- months after the Series C Closing Date, the Series C Holders, acting as a class by written consent of the holders of at least twenty percent (20%) of the Series C Convertible Preferred Stock constituting Registrable SecuritiesStock, may notify the Company that they intend to offer to or cause to be offered for public sale all or any portion of the Registrable Securities held by or issuable to them (a "Series C Holder Demand Registration," ----------------------------------- and together with a Series A Holder Demand Registration, a "Demand ------ Registration"); , then, subject to the rights of the Company set forth in Section ------------ 2.1(b) and the registration rights of each other Holder set forth in Section 2.3, the Company will use its best efforts to cause such Registrable Securities as may be requested by the Series C Holders to be registered under the Securities Act, pursuant to a Registration Statement on such form as may then be available to the Company for sale in an underwritten offering or a non-non- underwritten offering, as elected by the Series C Holders, and to keep such Registration Statement effective until the earlier of: (x) the date six months from the date of effectiveness thereof, or (y) the date on which all of the Series C Holders' Registrable Securities registered thereunder are sold; provided, however, that the Series C Holders must request registration of -------- ------- Registrable Securities with a Fair Market Value, on the date of such request, of at least $10 million (unless the Fair Market Value of all of the Registrable Securities held by or issuable to the Series C Holders is less than $10 million, in which event all of the Registrable Securities held by or issuable to the Series C Holders must be included in such registration in order to effect such registration). Subject to the rights of each Holder as set forth in Sections Section 2.1(e) and 2.1(j), the Series C Holders shall be entitled to two Series C Demand Registrations as provided herein. If the Series C Holder Demand Registration is requested by the holders of less than all 100% of the Series C HoldersConvertible Preferred Stock, the Company shall send prompt written notice to the other holders of the Series C Holders Convertible Preferred Stock, and if such other Series C Holders holders also notify the Company that they intend to offer to or cause to be offered for public sale all or any portion of the Registrable Securities held by or issuable to them, such other Series C Holders holders shall have an equal right to the original requesting Series C Holders holders to have Registrable Securities registered under the Securities Act. The Company may postpone the filing of any Registration Statement required under this Section 2.1 for a reasonable period of time, not to exceed 120 days following receipt by the Company of the Series C Holders' request, if a Suspension Event (as hereinafter defined) has occurred and is continuing.