Common use of Future Registration Rights Clause in Contracts

Future Registration Rights. Except as expressly permitted by this Agreement and except for an underwriting agreement between the Company and one or more professional underwriters of securities, the Company shall not enter into any agreement to register any Equity Securities under the Securities Act unless such agreement specifically provides that (a) the holder of such Equity Securities may not participate in any registration requested pursuant to Section 2 hereof without the written consent of the Holders of a majority of the shares of Registrable Securities included in such registration unless (i) the sale of the Registrable Securities is to be underwritten on a firm commitment basis and the managing underwriter in its good faith judgment concludes that the public offering or sale of such Equity Securities would not cause the number of shares of Registrable Securities and such Equity Securities to exceed the number which can be sold in such offering, and (ii) the Holders of Registrable Securities shall have the right to participate, to the extent that they may request, in any registration statement initiated under a demand registration right exercised by the holder of such Equity Securities, except that if the managing underwriter of a public offering made pursuant to such a demand registration limits the number of shares of Common Stock to be sold, the participation of the Holders of Registrable Securities and the holders of all other Common Stock (other than the Equity Securities held by such holder of Equity Securities) shall be pro rata based upon the number of shares of Registrable Securities and Common Stock held at the time of filing the registration statement, (b) the holder of such Equity Securities may not participate in any registration requested pursuant to Section 3 hereof if the sale of Registrable Securities is to be underwritten unless, if the managing underwriter limits the total number of securities to be sold, the holders of such Equity Securities and the Holders of Registrable Securities are entitled to participate in such underwritten distribution pro rata based upon the number of shares of Common Stock and Registrable Securities held at the time of filing the registration statement, and (c) all Equity Securities excluded from any registration as a result of the foregoing limitations shall not be included in such registration and may not be publicly offered or sold for such period as the managing underwriter of such registered distribution may reasonably request.

Future Registration Rights. Except as expressly permitted by this Agreement or by the Shareholders, and except for an underwriting agreement between the Company and one or more professional underwriters of securities, from and after the date hereof the Company shall agrees not to enter into any agreement to register file a registration statement on demand for any Equity Securities equity securities under the Securities Act unless held by any other holder(s) of such securities ("Other Shareholder(s)") except pursuant to an agreement specifically provides that between the Company and such Other (ai) the holder Other Shareholder(s) of such Equity Securities equity securities may not participate in any registration requested pursuant to Subsection a. of this Section 2 3 hereof without the written consent of the Holders of a majority of the shares of Registrable Securities included in such registration Shareholders unless (iA) the sale of the Registrable Securities is to be underwritten on a firm commitment basis and the managing underwriter Managing Underwriter in its good faith judgment concludes that the public offering or sale of such Equity Securities equity securities would not cause the number of shares of Registrable Securities and such Equity Securities equity securities to exceed the number which can be sold it is advisable to include in such offeringoffering to achieve not less than the minimum desired sale price, and (iiB) the Holders of Registrable Securities Shareholders shall have the right to participate, to the extent that they either of them may request, in any registration statement initiated under a demand registration right exercised by the holder of such Equity SecuritiesOther Shareholder(s), except that if the managing underwriter Managing Underwriter of a public offering made pursuant to such a demand registration limits the number of shares of Common Stock to be sold, the participation of the Holders of Registrable Securities Shareholders and the holders of all other Common Stock desiring to participate (other than the Equity Securities held by such holder of Equity SecuritiesOther Shareholder(s)) shall be reduced pro rata based upon the number of shares of Registrable Securities and Common Stock held at the time of filing the registration statement, Registration Statement; (bii) the holder of such Equity Securities Other Shareholder(s) may not participate in any registration requested pursuant to Section 3 3.b. hereof if the sale of Registrable Securities is to be underwritten unless, if the managing underwriter Managing Underwriter limits the total number of securities to be sold, the holders of such Equity Securities Other Shareholder(s) and the Holders of Registrable Securities Shareholders are entitled to participate in such underwritten distribution pro rata based upon the number of shares of Common Stock and Registrable Securities held at the time of filing the registration statement, ; and (ciii) all Equity Securities equity securities excluded from any registration as a result of the foregoing limitations shall not be included in such registration and may not be publicly offered or sold for such period as the managing underwriter Managing Underwriter of such registered distribution may reasonably request.

Future Registration Rights. Except as expressly permitted by this Agreement and except for the Xxxxxx Registration Rights and an underwriting agreement between the Company and one or more professional underwriters of securities, the Company shall not enter into any agreement to register any Equity Securities under the Securities Act unless such agreement specifically provides that (a) the holder of such Equity Securities may not participate in any registration requested pursuant to Section 2 hereof without the written consent of the Holders of a majority of the shares of Registrable Securities included in such registration unless (i) the sale of the Registrable Securities is to be underwritten on a firm commitment basis and the managing underwriter in its good faith judgment concludes that the public offering or sale of such Equity Securities would not cause the number of shares of Registrable Securities and such Equity Securities to exceed the number which can be sold in such offering, and (ii) the Holders of Registrable Securities shall have the right to participate, to the extent that they may request, in any registration statement initiated under a demand registration right exercised by the holder of such Equity Securities, except that if the managing underwriter of a public offering made pursuant to such a demand registration limits the number of shares of Common Stock to be sold, the participation of the Holders of Registrable Securities and the holders of all other Common Stock (other than the Equity Securities held by such holder of Equity Securities) shall be reduced pro rata based upon the number of shares of Registrable Securities and Common Stock held at the time of filing the registration statement, ; (b) the holder of such Equity Securities may not participate in any registration requested pursuant to Section 3 hereof if the sale of Registrable Securities is to be underwritten unless, if the managing underwriter limits the total number of securities to be sold, the holders of such Equity Securities and the Holders of Registrable Securities are entitled to participate in such underwritten distribution pro rata based upon the number of shares of Common Stock and Registrable Securities held at the time of filing the registration statement, ; and (c) all Equity Securities excluded from any registration as a result of the foregoing limitations shall not be included in such registration and may not be publicly offered or sold for such period as the managing underwriter of such registered distribution may reasonably request.

Future Registration Rights. Except as expressly permitted by this Agreement or by the Shareholder or the Executor, and except for an underwriting agreement between the Company and one or more professional underwriters of securities, from and after the date hereof the Company shall agrees not to enter into any agreement to register file a registration statement on demand for any Equity Securities equity securities under the Securities Act unless held by any other holder(s) of such securities ("Other Shareholder(s)") except pursuant to an agreement between the Company and such Other Shareholder(s) that specifically provides that as follows: (ai) the holder Other Shareholder(s) of such Equity Securities equity securities may not participate in any registration requested pursuant to Subsection a. of this Section 2 3 hereof without the written consent of the Holders of a majority of Shareholder or the shares of Registrable Securities included in such registration Estate unless (iA) the sale of the Registrable Securities is to be underwritten on a firm commitment basis and the managing underwriter Managing Underwriter in its good faith judgment concludes that the public offering or sale of such Equity Securities equity securities would not cause the number of shares of Registrable Securities and such Equity Securities equity securities to exceed the number which can be sold it is advisable to include in such offeringoffering to achieve not less than the minimum desired sale price, and (iiB) the Holders of Registrable Securities Shareholder and the Estate shall have the right to participate, to the extent that they either of them may request, in any registration statement initiated under a demand registration right exercised by the holder of such Equity SecuritiesOther Shareholder(s), except that if the managing underwriter Managing Underwriter of a public offering made pursuant to such a demand registration limits the number of shares of Common Stock to be sold, the participation of the Holders of Registrable Securities Shareholder or the Estate and the holders of all other Common Stock desiring to participate (other than the Equity Securities held by such holder of Equity SecuritiesOther Shareholder(s)) shall be reduced pro rata based upon the number of shares of Registrable Securities and Common Stock held at the time of filing the registration statement, Registration Statement; (bii) the holder of such Equity Securities Other Shareholder(s) may not participate in any registration requested pursuant to Section 3 3.b. hereof if the sale of Registrable Securities is to be underwritten unless, if the managing underwriter Managing Underwriter limits the total number of securities to be sold, the holders of such Equity Securities Other Shareholder(s) and the Holders of Registrable Securities Shareholder (or the Estate) are entitled to participate in such underwritten distribution pro rata based upon the number of shares of Common Stock and Registrable Securities held at the time of filing the registration statement, ; and (ciii) all Equity Securities equity securities excluded from any registration as a result of the foregoing limitations shall not be included in such registration and may not be publicly offered or sold for such period as the managing underwriter Managing Underwriter of such registered distribution may reasonably request.

Future Registration Rights. Except as expressly permitted by this Agreement and except for an underwriting agreement between the Company and one or more professional underwriters of securitiesregistration rights granted -------------------------- hereunder, the Company shall will not enter grant registration rights as to any equity securities of the Company, or any securities convertible or exchangeable into any agreement to register any Equity Securities under the Securities Act unless or exercisable for such agreement specifically provides that (a) the holder of such Equity Securities may not participate in any registration requested pursuant to Section 2 hereof securities, without the written consent of the Holders holders of at least (A) a majority in number of Purchasers' Shares and (B) 70% of the Investors' Shares unless (i) any such registration rights that may be initiated at the demand of the holders of such rights (each such holder a "New Investor") shall include in such demand Registrable Shares requested to be included by holders of Purchasers' Shares and Investors' Shares pro rata in accordance with the number of shares requested to be included therein by each of the holders of Purchasers' Shares and Investors' Shares and each of the New Investors, so long as the holders of a majority of the Purchasers' Shares and 70% of the Investors' Shares agree to include on a pro rata basis any shares requested to be included by such New Investor in any Demand Registration of Registrable Securities included in such registration unless Shares initiated by either holders of Purchasers' Shares or Investors' Shares under Section 2(a) herein (iother than a Demand Registration as to which the holders of Purchasers' Shares or Investors' Shares, as the case may be, have made the election contemplated by clause (x) the sale or clause (y) of the Registrable Securities is second proviso to be underwritten the first sentence of Section 2(e) not to have any Investors' Shares or Purchasers' Shares, respectively, included therein on a firm commitment basis and the managing underwriter in its good faith judgment concludes that the public offering or sale of such Equity Securities would not cause the number of shares of Registrable Securities and such Equity Securities to exceed the number which can be sold in such offeringpro-rata basis), and (ii) in the Holders case of Registrable Securities shall have the right to participate, any such registration rights relating to the extent that they may request, in any registration statement initiated under a demand registration right exercised by the holder of such Equity Securities, except that if the managing underwriter of a public offering made pursuant to such a demand registration limits the number of shares of Common Stock to be sold, for the participation account of the Holders of Registrable Securities and the holders of all other Common Stock (other than the Equity Securities held by such holder of Equity Securities) shall be pro rata based upon the number of shares of Registrable Securities and Common Stock held at the time of filing the registration statement, (b) the holder of such Equity Securities may not participate in any registration requested pursuant to Section 3 hereof if the sale of Registrable Securities is to be underwritten unless, if the managing underwriter limits the total number of securities to be soldCompany, the holders of Registrable Shares hereunder shall have priority over the holders of any such Equity Securities and the Holders of Registrable Securities are entitled to participate in such underwritten distribution pro rata based upon the number of shares of Common Stock and Registrable Securities held at the time of filing the registration statement, rights and (ciii) all Equity Securities excluded from any such registration as a result of the foregoing limitations rights granted shall not be included in any more favorable to the holders of such registration rights as compared to, or otherwise be inconsistent with, the rights granted to the holders of Purchasers' Shares and may not be publicly offered or sold for such period Investors' Shares hereunder. Agreed to and accepted as of the date first above written. OPTIKA INC. By:________________________________ Name: Title: [Company's Signature Page - Registration Rights Agreement] PURCHASERS ---------- XXXXXX XXXXXX CAPITAL PARTNERS, L.P. By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner By: Xxxxxx Xxxxxx Partners Group LLC, its managing underwriter of such registered distribution may reasonably request.member By: __________________________________________ Name: Title: TWP CEO FOUNDERS' CIRCLE (AI), L.P. By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner By: Xxxxxx Xxxxxx Partners Group LLC, its managing member By: __________________________________________ Name: Title: TWP CEO FOUNDERS' CIRCLE (QP), L.P. By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner By: Xxxxxx Xxxxxx Partners Group LLC, its managing member By: __________________________________________ Name: Title: XXXXXX XXXXXX CAPITAL PARTNERS EMPLOYEE FUND, L.P. By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner By: Xxxxxx Xxxxxx Partners Group LLC, its managing member By: __________________________________________ Name: Title: TWP 2000 CO-INVESTMENT FUND, L.P. By: Xxxxxx Xxxxxx Capital Partners LLC, its general partner By: Xxxxxx Xxxxxx Partners Group LLC, its managing member By: __________________________________________ Name: Title: [Purchasers' Signature Page - Registration Rights Agreement] PURCHASERS ---------- RKB CAPITAL, L.P. By:__________________________________ Name: Xxxxx Xxxxxxxxx Title: General Partner [Purchasers Signature Page - Registration Rights Agreement] INVESTORS --------- Frontenac VI Limited Partnership By: Frontenac Company Its: General Partner By: _______________________________ Name: Title: JMI Equity Fund, L.P. By: JMI Partners, L.P. Its: General Partner By: _______________________________ Name: Title: FOUNDERS: -------- SCHEDULE A SCHEDULE OF FOUNDERS