Common use of Company Registrations Clause in Contracts

Company Registrations. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders) any of its stock or other securities under the Securities Act in connection with an underwritten public offering of such securities solely for cash other than (i) a Registration Statement required to be filed under Section 6.1 of this Agreement, (ii) a registration on Form S-8 relating solely to the sale of securities to participants in a Company stock plan or to other compensatory arrangements to the extent includable on Form S-8, or (iii) a registration on Form S-4, the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 days after delivery of such notice by the Company in accordance with Section 8.6, the Company shall, subject to the provisions of this Article VI, use its reasonable best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. In the event that the underwriters in such public offering advise the Company that marketing factors require a limitation of the number of shares to be underwritten, the Company and its underwriters shall allocate the number of Registrable Securities requested to be registered by each of the Holders as follows: (i) first, to the Company; and (ii) second, to the Holders of Registrable Securities and to such other holders of “Registrable Securities” under agreements in effect on the date of this Agreement that have elected to participate in such offering, pro rata according to the number of Registrable Securities held by each such Holder; provided, however, that in no event shall the number of Registrable Securities to be registered in any public offering under this Section 6.4 be less than twenty-five percent (25%) of the total number of shares to be registered pursuant to such registration. The Company shall have no obligation under this Section 6.4 to make any offering of its securities, or to complete an offering of its securities that it proposes to make, and shall incur no liability to any Holder for its failure to do so. The Company’s obligations under this Section 6.4 shall terminate upon expiration of the Registration Period.

Company Registrations. (a) If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for stockholders) any of its stock securities either for its own account or the account of a security holder or holders exercising their respective demand registration rights, other than a registration relating solely to employee benefit plans, or a registration relating to a corporate reorganization or other securities under transaction on Form S-4 (or other similar form then in effect relating to such transactions), or a registration on any registration form that does not permit secondary sales, the Securities Act in connection with an underwritten public offering of such securities solely for cash other than Company will: (i) a Registration Statement required to be filed under Section 6.1 of this Agreement, (ii) a registration on Form S-8 relating solely to the sale of securities to participants in a Company stock plan or to other compensatory arrangements to the extent includable on Form S-8, or (iii) a registration on Form S-4, the Company shall, at such time, promptly give to each Holder written notice of thereof; and (ii) use its best efforts to include in such registration. Upon registration (and any related qualification under blue sky laws or other compliance) and in any underwriting involved therein, all the Registrable Securities specified in a written request of each or requests, made by any Holder given within 20 days after delivery of such notice and received by the Company within ten (10) days after the written notice from the Company described in accordance with Section 8.6clause (i) above is mailed or delivered by the Company. Such written request may specify all or a part of a Holder's Registrable Securities. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shallshall so advise the Holders as a part of the written notice given pursuant to Section l.2(a)(i). In such event, subject the right of any Holder to registration pursuant to this Section 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the provisions extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company. (c) Notwithstanding any other provision of this Article VISection 1.2, use its reasonable best efforts to cause to be registered under if the Securities Act all representative of the Registrable Securities that each such Holder has requested to be registered. In the event that the underwriters in such public offering advise advises the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the Company and its underwriters shall allocate representative may (subject to the number of limitations set forth below) exclude all Registrable Securities requested to be registered by each of the Holders as follows: (i) firstfrom, to the Company; and (ii) second, to the Holders of Registrable Securities and to such other holders of “Registrable Securities” under agreements in effect on the date of this Agreement that have elected to participate in such offering, pro rata according to the number of Registrable Securities held by each such Holder; provided, however, that in no event shall or limit the number of Registrable Securities to be registered in any public offering under this Section 6.4 be less than twenty-five percent (25%) of included in, the total number of shares to be registered pursuant to such registrationregistration and underwriting. The Company shall have no obligation under this Section 6.4 to make any offering so advise all Holders of its securitiessecurities requesting registration, or to complete an offering and the amount of its securities that it proposes are entitled to make, be included in the registration and underwriting shall incur no liability be allocated: first to any Holder the Company for securities being sold for its failure own account, second to do sothe Holders for securities being sold for their own account (or, pro rata to the extent less than the entire amount can be sold) and third, to the Other Stockholders. The Company’s obligations under Company agrees that it shall not grant any registration rights inconsistent with this Section 6.4 shall terminate upon expiration ranking without the prior written consent of the Registration PeriodInvestors holding more than one-half of the Registrable Securities. If any person does not agree to the terms of any such underwriting, he shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (d) If securities are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors, the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion in accordance with the terms hereof.

Company Registrations. If (but without A) If, at any obligation time, and from time to do so) the Company time, Atria proposes to register (including for this purpose a registration effected by the Company for stockholders) any of its stock or other securities under the Securities Act Common Stock for its own account, in connection with an underwritten public offering of such securities Common Stock solely for cash (other than (i) a Registration Statement required to be filed under Section 6.1 of this Agreement, (ii) a registration statement filed on Form S-8 relating S-4 or any other form filed in connection with any acquisition, merger, consolidation or stock exchange, or a registration statement filed solely in connection with director or employee benefit plans of Atria) Atria shall: (1) promptly notify Shareholder of the proposed registration (which shall include a list of the jurisdictions in which Atria intends to attempt to qualify such Common Stock under the sale applicable state securities laws); and (2) include in such registration (and any related qualification under state securities laws or other compliance), and in any underwriting involved therein, all of securities to participants the Registrable Shares specified in a Company stock plan request or to other compensatory arrangements to the extent includable on Form S-8requests by Shareholder, or (iii) a registration on Form S-4, the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given made within 20 10 days after delivery of the notice from Atria. (B) If the registration to be effected under to this Section 3.2 is for a registered public offering involving an underwriting, Atria shall so advise Shareholder as a part of the notice given pursuant to Section 3.2(a)(1). In such notice by a case the Company right of Shareholder to register his Registrable Shares pursuant to Section 3.2(a)(2) shall be conditioned upon Shareholder's participation in accordance such underwriting and the inclusion of his Registrable Shares in the underwriting to the extent provided herein. Shareholder (together with Section 8.6Atria and any other stockholders proposing to offer and sell their shares of Common Stock through such underwriting (hereinafter, the Company shall"Additional Selling Stockholders")), subject shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Atria and perform his obligations under such an agreement. (C) Notwithstanding any other provision of Section 3.2(b) to the provisions contrary, if the managing underwriter or underwriters determine that such offering would be materially adversely affected by inclusion in such underwriting of this Article VI, use its reasonable best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each Shares requested by Shareholder, the managing underwriter or underwriters may exclude a portion of such Holder has requested to be registeredRegistrable Shares from such registration and underwriting. In the event that the underwriters in such public offering a case, Atria shall advise the Company that marketing factors require a limitation Shareholder of the managing underwriter's determination to exclude a portion of the Registrable Shares from such registration and underwriting. The number of shares of Common Stock of Shareholder and the Additional Selling Stockholders that may be included in the registration and underwriting shall be allocated among Shareholder and the Additional Selling Stockholders in proportion, as nearly as practicable, to be underwritten, the Company respective amounts of shares of Common Stock owned by Shareholder and its underwriters shall allocate the number of Registrable Securities requested to be registered by each of the Holders as follows: Additional Selling Stockholders at the time of filing the registration statement. No Registrable Shares excluded from the underwriting by reason of the managing underwriter's - determination shall be included in such registration. (iD) firstIf Shareholder disapproves of the terms of any such underwriting, Shareholder may elect to withdraw therefrom all of the Registrable Shares included in his request for registration by notice to Atria and the managing underwriter or underwriters, and the Registrable Shares so withdrawn from the underwriting shall also be withdraw from such registration. If one or more Additional Selling Stockholders withdrawn shares of Common Stock from the underwriting and registration, and by virtue of such withdrawal, a greater number of shares of Common Stock of Shareholder and Additional Selling Shareholders who have not withdrawn may be included in such registration (up to the Company; maximum of any limitation imposed by the managing underwriter), then Atria shall offer to Shareholder and (ii) second, to the Holders of Registrable Securities and to such other holders of “Registrable Securities” under agreements in effect on the date of this Agreement that Additional Selling Stockholders who have elected to participate in such offeringthe registration the right to include (additional) shares of Common Stock, pro rata according to as applicable, in the number of Registrable Securities held by each such Holder; provided, however, that registration in no event shall the number of Registrable Securities to be registered same proportions as were used above in any public offering under this Section 6.4 be less than twenty-five percent (25%) of determining the total number of shares to be registered pursuant to such registration. The Company shall have no obligation under this Section 6.4 to make any offering of its securities, or to complete an offering of its securities that it proposes to make, and shall incur no liability to any Holder for its failure to do so. The Company’s obligations under this Section 6.4 shall terminate upon expiration of the Registration Periodunderwriter limitation.

Company Registrations. In connection with a Registration Statement relating to an offering for the Company’s own account or the account of others under the Securities Act: (a) The Company shall not, from the date hereof until the date occurring 60 days after the date the Shelf Registration Statement is declared effective, prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its securities other than a Registration Statement on Form S-8 or Form F-4. (b) If (but without any obligation to do so) the Company proposes to register (including for this purpose file a registration effected by the Company for stockholders) Registration Statement with respect to an underwritten offering of any of its stock or other securities under the Securities Act in connection with an underwritten public offering of such securities solely for cash its own account (other than (i) a Registration Statement required to be filed under Section 6.1 of this Agreement, (ii) a registration on Form S-8 relating solely S–4 or S–8) (a “Company Offering”) the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such Company Offering. In the case of a Company Offering that is an offering under a Shelf Registration Statement, such notice shall be given not less than twenty (20) Business Days prior to the sale expected date of securities to participants in commencement of marketing efforts for such Company Offering. In the case of a Company stock plan or to other compensatory arrangements Offering that is an offering under a Registration Statement that is not a Shelf Registration Statement, such notice shall be given not less than twenty (20) Business Days prior to the extent includable on Form S-8, or (iii) a registration on Form S-4, the Company shall, at such time, promptly give each Holder written notice expected date of filing of such registrationRegistration Statement. Upon the written request of each Holder given within 20 days after delivery of such notice by the Company in accordance with Section 8.6, the The Company shall, subject to the provisions of Section 6(c) below, include in such Company Offering, as applicable, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) Business Days after sending the Company’s notice (the “Piggyback Holders”). Notwithstanding anything to the contrary contained herein, the Company may determine not to proceed with any Company Offering upon written notice to the Holders of Registrable Securities requesting to include their Registrable Securities in such Company Offering. A Piggyback Holder shall have the right, by written notice to the Company, to exclude all or any portion of such Piggyback Holder’s Registrable Securities from any Registration Statement effected pursuant to this Article VI, use Section 6 at any time prior to its reasonable best efforts effectiveness. (c) If the underwriter for a Company Offering determines in writing to cause to be registered under the Securities Act Company that the registration of all or part of the Registrable Securities that each such Holder has Piggyback Holders have requested to be registered. In included in a Company Offering (other than a Registration Statement on Form F-4 or Form S-8) would materially adversely affect the event price, timing or distribution of the securities offered or the price per security that will derive from such registration, then the Company shall be required to include in such Company Offering, to the extent of the amount that the underwriters in such public offering advise underwriter for the Company that marketing factors require a limitation Offering believes may be sold without causing such adverse effect, (i) all of the number of shares securities to be underwrittenoffered for the account of the Company, (ii) the Company and its underwriters Registrable Securities to be offered for the account of the Piggyback Holders pursuant to this Section 6, as a group, which Registrable Securities shall allocate be allocated pro rata among such Piggyback Holders based on the number of Registrable Securities requested to be registered included in such offering by each of the Holders as follows: (i) first, to the Company; such Piggyback Holder and (iiiii) second, other securities requested to the Holders of Registrable Securities and to such other holders of “Registrable Securities” under agreements in effect on the date of this Agreement that have elected to participate be included in such offering, pro rata according to the number of Registrable Securities held by each such Holder; provided, however, that in no event such reduction shall reduce the number shares of Registrable Securities beneficially owned by the Piggyback Holders included in the registration to be registered in any public offering under this Section 6.4 be less than twenty-five percent (below 25%) % of the total number amount of shares to be registered pursuant to securities included in such registration. The Company shall have no obligation under this Section 6.4 to make any offering of its securities, or to complete an offering of its securities that it proposes to make, and shall incur no liability to any Holder for its failure to do so. The Company’s obligations under this Section 6.4 shall terminate upon expiration of the Registration Period.

Company Registrations. 5.2.1 If (but without at any obligation to do so) time the Company proposes determines to register (including for this purpose a registration effected by the Company for stockholders) any of its capital stock or other securities under for sale to the Securities Act in connection with an underwritten general public offering of such securities solely for cash other than on a form that would also permit sale of the Registrable Securities, either for its own account or the account of a security holder or holders exercising demand registration rights, the Company will (i) a Registration Statement required to be filed under Section 6.1 of this Agreement, (ii) a registration on Form S-8 relating solely to the sale of securities to participants in a Company stock plan or to other compensatory arrangements to the extent includable on Form S-8, or (iii) a registration on Form S-4, the Company shall, at such time, promptly give to each Holder written notice of thereof and (ii) use its best efforts to include in such registration. Upon the registrations and in any related underwriting all Registrable Securities specified in a written request by any Holder (which request shall state the intended method of each Holder given within 20 days after delivery distribution of such notice the Registrable Securities), received by the Company within 15 days after receipt of such written notice from the Company by any Holder, except as set forth in accordance with Section 8.65.2.2 below. 5.2.2 If the registration of which the Company gives notice under this Section 5.2 is for a registered public offering involving an underwriting, the Company shall, subject will so advise the Holders as a part of the written notice given such Holders pursuant to Section 5.2.1. In such event the right of any Holder to registration pursuant to this Section 5 will be conditioned on such Holder's participation in such underwriting and the inclusion of such Holder's shares in the underwriting to the provisions extent provided herein. All Holders proposing to distribute shares through such underwriting will (together with the Company and the other Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Article VISection 5.2, use its reasonable best efforts to cause to be registered under if the Securities Act all underwriter of the Registrable Securities that each such Holder has requested to be registered. In the event that the underwriters in such public offering advise the Company determines that marketing factors require a limitation of on the number of shares to be underwrittensold for the account of security holders, the Company and its underwriters shall allocate the number of may exclude all Registrable Securities requested to be registered by each of the Holders as follows: (i) firstfrom, to the Company; and (ii) second, to the Holders of Registrable Securities and to such other holders of “Registrable Securities” under agreements in effect on the date of this Agreement that have elected to participate in such offering, pro rata according to the number of Registrable Securities held by each such Holder; provided, however, that in no event shall or limit the number of Registrable Securities to be registered in any public offering under this Section 6.4 be included in, the registration and underwriting. If less than twenty-five percent (25%) of all Registrable Securities for which registration is sought are to be included in the total registration and underwriting, the number of shares to Registrable Securities included will be registered pursuant to reduced pro rata among the Holders requesting registration based on the number of Registrable Securities of such registration. The Company shall have no obligation under this Section 6.4 to make any offering of its securities, or to complete an offering of its securities that it proposes to make, and shall incur no liability to any Holder Holders for its failure to do so. The Company’s obligations under this Section 6.4 shall terminate upon expiration of the Registration Periodwhich registration is sought.

Company Registrations. If (but without any obligation In the event of a Company registration pursuant --------------------- to do so) Section 1.3 hereof or a Company-initiated registration pursuant to a request by holders of Other Subsequent Registrable Shares pursuant to agreements that may exist between the Company proposes to register (including for this purpose a registration effected by the Company for stockholders) any and holders of its stock or other securities under the Securities Act Other Subsequent Registrable Shares, in connection with an underwritten public offering of such securities solely for cash other than (i) a Registration Statement required to be filed under Section 6.1 of this Agreement, (ii) a registration on Form S-8 relating solely to the sale of securities to participants in a Company stock plan or to other compensatory arrangements to the extent includable on Form S-8, or (iii) a registration on Form S-4, the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 days after delivery of such notice by the Company in accordance with Section 8.6, the Company shall, subject to the provisions of this Article VI, use its reasonable best efforts to cause to be registered under the Securities Act which all of the Registrable Securities that each such Holder has and Other Shares requested to be registered. In included in a registration on behalf of the event that Holders and other selling shareholders cannot be so included as a result of market limitations, as advised by the underwriters in such public offering advise underwriter or otherwise pursuant to this Agreement or, with respect to Other Shares, other agreements between the Company and Other Shareholders, the number of securities that marketing factors require a limitation are entitled to be included in the registration shall first be allocated to the Company for securities being sold for its own account, and thereafter the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and selling shareholders requesting inclusion of shares, pro rata on the basis of the number of shares to be underwritten, the Company and its underwriters shall allocate the number of Registrable Securities requested to be registered by each of the Holders as follows: (i) first, to the Company; and (ii) second, to the Holders of Registrable Securities and to such other holders of “Registrable Securities” under agreements in effect on the date of this Agreement Other Shares that have elected to participate in such offering, pro rata according to the number of Registrable Securities would be held by each such HolderHolders and selling shareholders, assuming conversion and exercise of the Warrants; provided, however, so that in no event such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be registered included in such registration, if any public offering under this Section 6.4 be less than twenty-five percent (25%) Holder or other selling shareholder does not request inclusion of the total maximum number of shares of Registrable Securities and Other Shares allocated to be registered him pursuant to the above-described procedure, the remaining portion of his allocation shall be reallocated among those requesting Holders and other selling shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such registration. The Company shall have no obligation under this Section 6.4 to make any offering Holders and other selling shareholders, assuming conversion and exercise of its securities, or to complete an offering of its securities that it proposes to makethe Warrants, and this procedure shall incur no liability to any Holder for its failure to do so. The Company’s obligations under this Section 6.4 shall terminate upon expiration be repeated until all of the Registration Periodshares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and other selling shareholders have been so allocated.

Company Registrations. If (but without a) If, at any obligation time, and from time to do so) time, the Company proposes to register (including for this purpose a registration effected by the Company for stockholders) any of Common Stock for its stock or other securities under the Securities Act own account, in connection with an underwritten public offering of such securities Common Stock solely for cash (other than (i) a Registration Statement required to be filed under Section 6.1 of this Agreement, (ii) a registration statement filed on Form S-8 relating solely to the sale of securities to participants S-4 or any other form filed in a Company connection with any acquisition, merger, consolidation or stock plan or to other compensatory arrangements to the extent includable on Form S-8exchange, or (iii) a registration on Form S-4, statement filed solely in connection with director or employee benefit plans of the Company) the Company shall: (1) promptly notify Shareholder of the proposed registration (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such Common Stock under the applicable state securities laws); and (2) include in such registration (and any related qualification under state securities laws or other compliance), at such timeand in any underwriting involved therein, promptly give each Holder written notice all of such registration. Upon the written Registrable Shares specified in a request of each Holder given or requests by Shareholder, made within 20 ten (10) days after delivery of the notice from the Company. (b) If the registration to be effected under this Section 3.2 is for a registered public offering involving an underwriting, the Company shall so advise Shareholder as a part of the notice given pursuant to Section 3.2(a)(1). In such notice a case the right of Shareholder to register its Registrable Shares pursuant to Section 3.2(a)(2) shall be conditioned upon Shareholder's participation in such underwriting and the inclusion of its Registrable Shares in the underwriting to the extent provided herein. Shareholder (together with the Company and any other shareholders proposing to offer and sell shares of Common Stock through such underwriting (hereinafter, the "Additional Selling Shareholders")), shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in accordance with and perform its obligations under such an agreement. (c) Notwithstanding any other provision of Section 8.6, the Company shall, subject 3.2(b) to the provisions contrary, if the managing underwriter or underwriters determine that such offering would be materially adversely affected by inclusion in such underwriting of this Article VI, use its reasonable best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each Shares requested by Shareholder, the managing underwriter or underwriters may exclude a portion of such Holder has requested to be registeredRegistrable Shares from such registration and underwriting. In the event that the underwriters in such public offering advise a case, the Company that marketing factors require a limitation shall advise Shareholder of the managing underwriter's determination to exclude a portion of the Registrable Shares from such registration and underwriting. The number of shares of Common Stock of Shareholder and the Additional Selling Shareholders that may be included in the registration and underwriting shall be allocated among Shareholder and the Additional Selling Shareholders in proportion, as nearly as practicable, to the respective amounts of shares of Common Stock owned by Shareholder and each of the Additional Selling Shareholders at the time of filing the registration statement. No Registrable Shares excluded from the underwriting by reason of the managing underwriter's determination shall be underwrittenincluded in such registration. (d) If Shareholder disapproves of the terms of any such underwriting, Shareholder may elect to withdraw therefrom all of the Registrable Shares included in its request for registration by notice to the Company and its underwriters the managing underwriter or underwriters, and the Registrable Shares so withdrawn from the underwriting shall allocate also be withdrawn from such registration. If one or more Additional Selling Shareholders withdraw shares of Common Stock from the underwriting and registration, and by virtue of such withdrawal, a greater number of Registrable Securities requested to shares of Common Stock of Shareholder and Additional Selling Shareholders who have not withdrawn may be registered by each of the Holders as follows: included in such registration (i) first, up to the Company; maximum of any limitation imposed by the managing underwriter), then the Company shall offer to Shareholder and (ii) second, to the Holders of Registrable Securities and to such other holders of “Registrable Securities” under agreements in effect on the date of this Agreement that Additional Selling Shareholders who have elected to participate in such offeringthe registration the right to include additional shares of Common Stock, pro rata according to as applicable, in the number of Registrable Securities held by each such Holder; provided, however, that registration in no event shall the number of Registrable Securities to be registered same proportions as were used above in any public offering under this Section 6.4 be less than twenty-five percent (25%) of determining the total number of shares to be registered pursuant to such registration. The Company shall have no obligation under this Section 6.4 to make any offering of its securities, or to complete an offering of its securities that it proposes to make, and shall incur no liability to any Holder for its failure to do so. The Company’s obligations under this Section 6.4 shall terminate upon expiration of the Registration Periodunderwriter limitation.

Company Registrations. 2.1 If (but without at any obligation to do so) time the Company proposes determines to register (including for this purpose a registration effected by the Company for stockholders) any of its capital stock or other securities under for sale to the Securities Act in connection with an underwritten general public offering of such securities solely for cash other than on a form that would also permit sale of the Registrable Securities, either for its own account or the account of a security holder or holders exercising demand registration rights, the Company will each such time (i) a Registration Statement required to be filed under Section 6.1 of this Agreement, (ii) a registration on Form S-8 relating solely to the sale of securities to participants in a Company stock plan or to other compensatory arrangements to the extent includable on Form S-8, or (iii) a registration on Form S-4, the Company shall, at such time, promptly give to each Holder written notice of thereof and (ii) use its best efforts to include in such registration. Upon the registrations and in any related underwriting all Registrable Securities specified in a written request by any Holder (which request shall state the intended method of each Holder given within 20 days after delivery distribution of such notice the Registrable Securities), received by the Company within 15 days after receipt of such written notice from the Company by any Holder, except as set forth in accordance with Section 8.62.2 below. 2.2 If the registration of which the Company gives notice under this Section 2 is for a registered public offering involving an underwriting, the Company shall, subject will so advise the Holders as a part of the written notice given such Holders pursuant to Section 2.1. In such event the right of any Holder to registration pursuant to this Agreement will be conditioned on such Holder's participation in such underwriting and the inclusion of such Holder's shares in the underwriting to the provisions extent provided herein. All Holders proposing to distribute shares through such underwriting will (together with the Company and the other Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Article VISection 2, use its reasonable best efforts to cause to be registered under if the Securities Act all underwriter of the Registrable Securities that each such Holder has requested to be registered. In the event that the underwriters in such public offering advise the Company determines that marketing factors require a limitation of on the number of shares to be underwrittensold for the account of security holders, the Company and its underwriters shall allocate the number of may exclude all Registrable Securities requested to be registered by each of the Holders as follows: (i) firstfrom, to the Company; and (ii) second, to the Holders of Registrable Securities and to such other holders of “Registrable Securities” under agreements in effect on the date of this Agreement that have elected to participate in such offering, pro rata according to the number of Registrable Securities held by each such Holder; provided, however, that in no event shall or limit the number of Registrable Securities to be registered included in, the registration and underwriting. In making the decision to exclude or limit the number of Registerable Securities Company shall use reasonable efforts to allocate shares in any public offering under this Section 6.4 the following order of priority: (1) shares being offered by the Company; (2) shares to be less than twenty-five percent (25%) issued in connection with obligations of the total Company incurred prior to the date of this Agreement, including, without limitation, the plan of merger; and (3) pro rata among the Holder and other holders whose shares are being registered therein according to the number of shares requested to be registered pursuant by the Holder and other such holders. If less than all Registrable Securities for which registration is sought are to be included in the registration and underwriting, the number of Registrable Securities included will be reduced pro rata among the Holders requesting registration based on the number of Registrable Securities of such registration. The Company shall have no obligation under this Section 6.4 to make any offering of its securities, or to complete an offering of its securities that it proposes to make, and shall incur no liability to any Holder Holders for its failure to do so. The Company’s obligations under this Section 6.4 shall terminate upon expiration of the Registration Periodwhich registration is sought.