Common use of Company Voluntary Registration/Piggyback Rights Clause in Contracts

Company Voluntary Registration/Piggyback Rights. 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 other than the Holders) any of its capital stock under the Act in connection with the public offering of such securities (other than a registration relating solely to the sale of securities to participants in a Company stock or option or employee benefit plan, a registration relating to a corporate reorganization (including securities issued by the Company in an acquisition transaction) or a transaction under Rule 145 of the Act, a registration on any form (including Form S-4 and Form S-8) that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, ), then the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given to the Company within fifteen (15) days after receipt from the Company of notice of such pending registration, the Company shall, subject to the provisions of Sections 1.3(c) and 1.14, use its best efforts to cause a Registration Statement to become effective, which includes all of the Registrable Securities that each such Holder has requested to be registered. If the registration for which the Company gives notice is a public offering involving an underwriting, the Company will so advise the Holders as part of the above-described written notice. In that event, if the managing underwriter(s) of the public offering impose a limitation on the number of shares of Common Stock that may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation would be necessary to effect an orderly public distribution, then the Company will be obligated to include only such limited portion, if any, of the Registrable Securities with respect to which such Holders have requested inclusion hereunder. Any exclusion of Registrable Securities will be made pro rata among all holders of the Company's securities seeking to include shares of Common Stock in proportion to the number of shares of Common Stock sought to be included by those holders. However, the Company will not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement or are not entitled pro rata inclusion with the Registrable Securities. No Holder may participate in any distribution of Common Stock under this Section 1.4 unless such Holder (i) agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements or other plan of distribution approved by the Company in its sole discretion, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements or other plan of distribution, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and other fees and expenses of investment bankers and any manager or managers of such underwriting, and legal expenses of the underwriter, applicable with respect to its Registrable Securities, in each case to the extent not payable by the Company under the terms of this Agreement.

Company Voluntary Registration/Piggyback Rights. 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 other than the HoldersHolder) any of its capital stock under the Act in connection with the public offering of such securities (other than a registration relating solely to the sale of securities to participants in a Company stock or option or employee benefit plan, a registration relating to a corporate reorganization (including securities issued by the Company in an acquisition transaction) or a transaction under Rule 145 of the Act, a registration on any form (including Form S-4 and Form S-8) that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, ), then the Company shall, at such time, promptly give each the Holder written notice of such registration. Upon the written request of each the Holder given to the Company within fifteen (15) days after receipt from the Company of notice of such pending registration, the Company shall, subject to the provisions of Sections 1.3(c) and 1.14, use its best efforts to cause a Registration Statement to become effective, which includes all of the Registrable Securities that each such the Holder has requested to be registered. If the registration for which the Company gives notice is a public offering involving an underwriting, the Company will so advise the Holders Holder as part of the above-described written notice. In that event, if the managing underwriter(s) of the public offering impose a limitation on the number of shares of Common Stock that may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation would be necessary to effect an orderly public distribution, then the Company will be obligated to include only such limited portion, if any, of the Registrable Securities with respect to which such Holders have the Holder has requested inclusion hereunder. Any exclusion of Registrable Securities will be made pro rata among all holders of the Company's securities seeking to include shares of Common Stock in proportion to the number of shares of Common Stock sought to be included by those holders. However, the Company will not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities. No The Holder may not participate in any distribution of Common Stock under this Section 1.4 unless such the Holder (i) agrees to sell such Holder's its Registrable Securities on the basis provided in any underwriting arrangements or other plan of distribution approved by the Company in its sole discretion, (ii) completes and executes all questionnaires, powers of attorney, ,indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements or other plan of distribution, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and other fees and expenses of investment bankers and any manager or managers of such underwriting, and legal expenses of the underwriter, applicable with respect to its Registrable Securities, in each case to the extent not payable by the Company under the terms of this Agreement.

Company Voluntary Registration/Piggyback Rights. 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 other than the HoldersHolder) any of its capital stock under the Act in connection with the public offering of such securities (other than a registration relating solely to the sale of securities to participants in a Company stock or option or employee benefit plan, a registration relating to a corporate reorganization (including securities issued by the Company in an acquisition transaction) or a transaction under Rule 145 of the Act, a registration on any form (including Form S-4 and Form S-8) that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, ), then the Company shall, at such time, promptly give each the Holder written notice of such registration. Upon the written request of each the Holder given to the Company within fifteen (15) days after receipt from the Company of notice of such pending registration, the Company shall, subject to the provisions of Sections 1.3(c) and 1.14, use its best efforts to cause a Registration Statement to become effective, which includes all of the Registrable Securities that each such the Holder has requested to be registered. If the registration for which the Company gives notice is a public offering involving an underwriting, the Company will so advise the Holders Holder as part of the above-described written notice. In that event, if the managing underwriter(s) of the public offering impose a limitation on the number of shares of Common Stock that may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation would be necessary to effect an orderly public distribution, then the Company will be obligated to include only such limited portion, if any, of the Registrable Securities with respect to which such Holders have the Holder has requested inclusion hereunder. Any exclusion of Registrable Securities will be made pro rata among all holders of the Company's securities seeking to include shares of Common Stock in proportion to the number of shares of Common Stock sought to be included by those holders. However, the Company will not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities. No The Holder may not participate in any distribution of Common Stock under this Section 1.4 unless such the Holder (i) agrees to sell such Holder's its Registrable Securities on the basis provided in any underwriting arrangements or other plan of distribution approved by the Company in its sole discretion, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements or other plan of distribution, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and other fees and expenses of investment bankers and any manager or managers of such underwriting, and legal expenses of the underwriter, applicable with respect to its Registrable Securities, in each case to the extent not payable by the Company under the terms of this Agreement.

Company Voluntary Registration/Piggyback Rights. 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 other than the Holders) any of its capital stock under the Act in connection with the public offering of such securities (other than a registration relating solely to the sale of securities to participants in a Company stock or option or employee benefit plan, a registration relating to a corporate reorganization (including securities issued by the Company in an acquisition transaction) or a transaction under Rule 145 of the Act, a registration on any form (including Form S-4 and Form S-8) that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, ), then the Company shall, at such time, promptly give each the Holder written notice of such registration. Upon the written request of each the Holder given to the Company within fifteen (15) days after receipt from the Company of notice of such pending registration, the Company shall, subject to the provisions of Sections 1.3(c) and 1.14, shall use its best commercially reasonable efforts to cause a Registration Statement to become effective, which includes all of the Registrable Securities that each such the Holder has requested to be registered. If the registration for which the Company gives notice is a public offering involving an underwriting, the Company will so advise the Holders Holder as part of the above-described written notice. In that event, if the managing underwriter(s) of the public offering impose a limitation on the number of shares of Common Stock that may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation would be necessary to effect an orderly public distribution, then the Company will be obligated to include only such limited portion, if any, of the Registrable Securities with respect to which such Holders have the Holder has requested inclusion hereunder. Any exclusion Exclusions of Registrable Securities will be made pro rata prior to any exclusion among all holders of the Company's securities seeking to include register shares of Common Stock in proportion pursuant to the number registration rights existing as of shares of Common Stock sought to be included by those holderseven date hereof. However, the Company will not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities. No The Holder may not participate in any distribution of Common Stock under this Section 1.4 unless such the Holder (i) agrees to sell such Holder's its Registrable Securities on the basis provided in any underwriting arrangements or other plan of distribution approved by the Company in its sole discretion, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements or other plan of distribution, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and other fees and expenses of investment bankers and any manager or managers of such underwriting, and legal expenses of the underwriter, applicable with respect to its Registrable Securities, in each case to the extent not payable by the Company under the terms of this Agreement.

Company Voluntary Registration/Piggyback Rights. 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 other than the Holders) any of its capital stock under the Act in connection with the public offering of such securities (other than a registration relating solely to the sale of securities to participants in a Company stock or option or employee benefit plan, a registration relating to a corporate reorganization (including securities issued by the Company in an acquisition transaction) or a transaction under Rule 145 of the Act, a registration on any form (including Form S-4 and Form S-8) that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, ,), then the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given to the Company within fifteen (15) days after receipt from the Company of notice of such pending registration, the Company shall, subject to the provisions of Sections 1.3(c) and 1.14, use its best efforts to cause a Registration Statement to become effective, which includes all of the Registrable Securities that each such Holder has requested to be registered. If the registration for which the Company gives notice is a public offering involving an underwriting, the Company will so advise the Holders as part of the above-described written notice. In that event, if the managing underwriter(s) of the public offering impose a limitation on the number of shares of Common Stock that may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation would be necessary to effect an orderly public distribution, then the Company will be obligated to include only such limited portion, if any, of the Registrable Securities with respect to which such Holders have requested inclusion hereunder. Any exclusion of Registrable Securities will be made pro rata among all holders of the Company's securities seeking to include shares of Common Stock in proportion to the number of shares of Common Stock sought to be included by those holders. However, the Company will not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement or are not entitled pro rata inclusion with the Registrable Securities. No Holder may participate in any distribution of Common Stock under this Section 1.4 unless such Holder (i) agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements or other plan of distribution approved by the Company in its sole discretion, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements or other plan of distribution, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and other fees and expenses of investment bankers and any manager or managers of such underwriting, and legal expenses of the underwriter, applicable with respect to its Registrable Securities, in each case to the extent not payable by the Company under the terms of this Agreement.