Common use of Incidental or Piggy Back Registration Clause in Contracts

Incidental or Piggy Back Registration. (a) If, at any time during the nine (9) month period beginning on the Effective Time of the Merger (the "Initial Period"), the Trust proposes to file a Registration Statement under the Securities Act covering an underwritten offering by the Trust for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto), then the Trust shall promptly give written notice of such proposed filing to each of the Beneficial Owners. Upon the written request of any Beneficial Owner received by the Trust within 10 days after the delivery of such notice by the Trust (but in any event prior to 10 days following the expiration of the Initial Period), the Trust shall use commercially reasonable efforts to cause a registration statement covering those Registrable Securities that each such Beneficial Owner has requested to be registered up to, in the aggregate, the Participation Threshold, to become effective under the Securities Act. (b) The Trust shall not be required under this Section 4 to include any of the Beneficial Owners' securities in an underwriting unless they accept the terms of the underwriting as agreed upon between the Trust and the underwriters selected by the Trust; provided, that the Beneficial Owners in no event shall be subject to a lock-up period in excess of that provided for in Section 5(a) below. If the managing underwriter for the offering shall advise the Trust that marketing factors require a limitation of the number of shares to be underwritten, then the Trust shall so advise all Beneficial Owners of Registrable Securities which would otherwise be underwritten pursuant to this Section 4 and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated in accordance with Section 4(c) below. (c) If the Trust shall, pursuant to Section 4(b), reduce the amount of securities to be included in an offering, such reduction shall be made as follows: (i) first, all securities other than those to be included by the Trust for its own account and other than those which the Beneficial Owners seek to include in the offering (but in any event not to exceed the Participation Threshold) shall be excluded from the offering to the extent such limitation on the number of shares included in the underwriting is required; and (ii) second, if further limitation on the number of shares to be included in the underwriting is required, the number of shares to be included by the Beneficial Owners shall be reduced to 15% of the total number of shares to be included in such incidental registration and the number of shares to be included by the Trust shall be reduced to 85% of the total number of shares to be included in such incidental registration; it being understood that any reduction in the number of shares to be included in the incidental registration by the Beneficial Owners shall be made pro rata among the Beneficial Owners in accordance with the number of shares of Registrable Securities requested to be sold by each such Beneficial Owner. (d) The Trust shall bear all Registration Expenses in connection with any incidental registration pursuant to this Section 4, whether or not such incidental registration statement becomes effective. (e) Notwithstanding anything in Section 5(a) below to the contrary, in the event that (i) the Beneficial Owners participate in any incidental registration pursuant to this Section 4 and (ii) the sum of the aggregate net proceeds reasonably expected to be received by the Beneficial Owners in connection with such incidental registration and the aggregate net proceeds previously received by such Beneficial Owners from the sale of Registrable Shares by such Beneficial Owners from and after the Effective Time shall be equal to an amount less than $10 million in the aggregate, the duration of the restriction on public sales or distributions of Registrable Securities by the Beneficial Owners in connection with such incidental registration pursuant to this Section 4 shall be reduced to apply only to the period commencing on the tenth (10th) day prior to the date such underwritten offering commences and ending no later than sixty (60) days following the closing of the underwritten offering (or such shorter period as the managing underwriter or underwriters for such underwritten offering may request); provided, however, that if the managing underwriter or underwriters for such underwritten offering reasonably determine that a longer period (but in any event not to exceed the period otherwise required by Section 5(a) below) is necessary or appropriate in connection with such offering, then the Beneficial Owners shall have the option to either (i) comply with such longer requirement or (ii) forfeit their rights in connection with such incidental registration pursuant to this Section 4; it being understood and agreed that, in the event that the Beneficial Owners elect to forfeit their rights in connection with an incidental registration pursuant to clause (ii) above, (x) such Beneficial Owners shall not be subject to the restrictions on sale contained in Section 5(a) below or this Section 4(e) in connection with such offering, and (y) in the event such offering is not consummated by the Trust, such Beneficial Owners would again be entitled to request "piggy-back" registration of their Registrable Securities in accordance with Section 4(a) above in connection with a subsequent offering.

Incidental or Piggy Back Registration. (a) If, at any time during the nine (9) month period beginning on the Effective Time of the Merger (the "Initial Period")that a Holder owns Registrable Common Shares, the Trust Company proposes to file a Registration Statement registration statement under the Securities Act covering an underwritten offering by Underwritten Offering of Common Stock or other equity securities of the Trust for its own account Company (other than a Registration Statement registration statement on Form S-4 or S-8 or any successor thereto)) for its own account or for the account of any holder or holders of Common Stock or other equity securities, then the Trust Company shall promptly (and in any event no later than ten (10) Business Days prior to such proposed filing) give written notice of such proposed filing to each Holder, specifying the approximate date on which the Company proposes to file such registration statement and advising such Holder of its right to have any or all of the Beneficial OwnersRegistrable Common Shares of such Holder included among the securities to be covered thereby. Upon the written request of any Beneficial Owner such Holder (a "Holder Request") received by the Trust Company within 10 days five (5) Business Days after the delivery of such notice by the Trust (but in any event prior to 10 days following the expiration of the Initial Period)Company, the Trust Company shall use commercially reasonable efforts to cause a the registration statement covering for the Company's proposed Underwritten Offering to include those Registrable Securities Common Shares that each such Beneficial Owner Holder has requested to be registered up to(subject, in the aggregate, the Participation Thresholdhowever, to the limitations set forth in Section 2(b) and to reduction in accordance with Section 2(c) below) and to be filed and become effective under the Securities Act. (b) The Trust Company shall not be required under this Section 4 2 to include any Registrable Common Shares of the Beneficial Owners' securities a Holder in an underwriting Underwritten Offering unless they accept the Holder accepts the terms of the underwriting as agreed upon between the Trust Company and the underwriters selected by the Trust; providedCompany and, that if requested, enter into an underwriting agreement in customary form with such underwriters. If any Holder does not agree to the Beneficial Owners in no event terms of any such underwriting or otherwise fails to comply with the terms and conditions of this Agreement, such Holder's Registrable Common Shares shall be subject to a lock-up period in excess of that provided for in Section 5(a) belowexcluded from such Underwritten Offering. If the managing underwriter for underwriters of the offering Underwritten Offering shall advise the Trust Company that marketing factors require a limitation of the number of shares to be underwritten, then the Trust Company shall so advise all Beneficial Owners of each Holder that requested its Registrable Securities which would otherwise Common Shares to be underwritten pursuant to this Section 4 included, and the number of shares of Registrable Securities Common Shares that may be included in the underwriting Underwritten Offering shall be allocated in accordance with Section 4(c2(c) below. (c) If the Trust shall, pursuant to Section 4(b), reduce the amount managing underwriters of securities to be included in an offering, such reduction shall be made as follows: (i) first, all securities other than those to be included by the Trust for its own account and other than those which the Beneficial Owners seek to include in the offering (but in any event not to exceed the Participation Threshold) shall be excluded from the offering Underwritten Offering give written notice to the extent such limitation on the number of shares included Company that in the underwriting is required; and (ii) second, if further limitation on the number of shares to be included in the underwriting is required, the number of shares to be included by the Beneficial Owners shall be reduced to 15% of the total number of shares to be included in such incidental registration and the number of shares to be included by the Trust shall be reduced to 85% of the total number of shares to be included in such incidental registration; it being understood that any reduction in the number of shares to be included in the incidental registration by the Beneficial Owners shall be made pro rata among the Beneficial Owners in accordance with their sole discretion the number of shares of Registrable Securities Common Shares requested to be included in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering in an orderly manner within a price range acceptable to the Company in its discretion, the Company will include in such Underwritten Offering (i) first, the greatest number of shares of Common Stock requested to be included by the Company for its own account, (ii) second, the greatest number of shares of Registrable Common Shares requested to be included by the Holders (which shall be allocated pro rata among the Holders who have requested Registrable Common Shares to be so included based on the number, as of the date of delivery of the Holder Request, of Registrable Securities requested by the Holders to be included in the Underwritten Offering), and (iii) third, any other shares of Common Stock, including shares requested to be included by other holders of the Company's Common Stock pursuant to any applicable rights, in each case up to the greatest number of shares of Common Stock which, in the reasonable and good faith opinion of such Beneficial Ownermanaging underwriters, can be sold in an orderly manner in the price range of such Underwritten Offering. (d) The Trust Company shall have the right to terminate or withdraw any registration pursuant to this Section 2 prior to the effectiveness of such registration or the completion of the Underwritten Offering contemplated thereby whether or not any Holder has elected to include securities in such registration and/or Underwritten Offering. (e) The Company shall bear all Registration Expenses (as defined below) in connection with any incidental registration pursuant to this Section 42, whether or not such incidental registration statement becomes effective. (e) Notwithstanding anything in Section 5(a) below to the contrary, in the event that (i) the Beneficial Owners participate in any incidental registration pursuant to this Section 4 and (ii) the sum of the aggregate net proceeds reasonably expected to be received by the Beneficial Owners in connection with such incidental registration and the aggregate net proceeds previously received by such Beneficial Owners from the sale of Registrable Shares by such Beneficial Owners from and after the Effective Time shall be equal to an amount less than $10 million in the aggregate, the duration of the restriction on public sales or distributions of Registrable Securities by the Beneficial Owners in connection with such incidental registration pursuant to this Section 4 shall be reduced to apply only to the period commencing on the tenth (10th) day prior to the date such underwritten offering commences and ending no later than sixty (60) days following the closing of the underwritten offering (or such shorter period as the managing underwriter or underwriters for such underwritten offering may request); provided, however, that if the managing underwriter or underwriters for such underwritten offering reasonably determine that a longer period (but in any event not to exceed the period otherwise required by Section 5(a) below) is necessary or appropriate in connection with such offering, then the Beneficial Owners shall have the option to either (i) comply with such longer requirement or (ii) forfeit their rights in connection with such incidental registration pursuant to this Section 4; it being understood and agreed that, in the event that the Beneficial Owners elect to forfeit their rights in connection with an incidental registration pursuant to clause (ii) above, (x) such Beneficial Owners shall not be subject to the restrictions on sale contained in Section 5(a) below or this Section 4(e) in connection with such offering, and (y) in the event such offering is not consummated by the Trust, such Beneficial Owners would again be entitled to request "piggy-back" registration of their Registrable Securities in accordance with Section 4(a) above in connection with a subsequent offering.

Incidental or Piggy Back Registration. (a) If, at any time during the nine (9) month period beginning on the Effective Time of the Merger (the "Initial Period")that Elutions or any Permitted Transferee owns Registrable Common Shares, the Trust Company proposes to file register (including, for this purpose, a Registration Statement registration effected by the Company for stockholders other than Elutions) any of its Common Stock or Equivalent Stock under the Securities Act covering an underwritten in connection with the public offering by the Trust for its own account of such securities (other than a Registration Statement on Form S-4 or S-8 or any successor theretoin an Excluded Registration), then the Trust Company shall promptly give written notice of such proposed filing to each Elutions, specifying the approximate date on which the Company proposes to file such registration statement (“Piggyback Registration Statement") and advising Elution of its right to have any or all of the Beneficial OwnersRegistrable Common Shares included among the securities to be covered thereby, subject to the terms and conditions of this Agreement. Upon If Elutions desires to include in a Piggyback Registration Statement all or part of the written request of any Beneficial Owner received by the Trust Registrable Common Shares, Elutions shall, within 10 twenty (20) days after receipt of the delivery of above-described notice from the Company, so notify the Company in writing, and in such notice by shall inform the Trust (but in any event prior to 10 days following the expiration Company of the Initial Period)number of Registrable Common Shares that Elutions wishes to include in the Piggyback Registration Statement. In such event, the Trust Company shall use commercially reasonable its best efforts to cause a registration statement covering the Piggyback Registration Statement to include those Registrable Securities Common Shares that each such Beneficial Owner Elutions has requested to be registered up to(subject, in the aggregate, the Participation Thresholdhowever, to the limitations set forth in Section 2(b) and to reduction in accordance with Section 2(c) and Section 2(d) below) and to be filed and become effective under the Securities Act. Any election by Elutions to include any Registrable Common Shares in the Piggyback Registration Statement will not affect the inclusion of such Registrable Common Shares in the applicable Shelf Registration Statement until such Registrable Common Shares have been sold under the Piggyback Registration Statement. The Company shall not be required to include any Registrable Common Shares in a Piggyback Registration Statement not involving an Underwritten Offering if such Registrable Common Shares are then registered in the applicable Shelf Registration Statement. (b) The Trust Company shall not be required under this Section 4 2 to include any of the Beneficial Owners' securities Registrable Common Shares in an underwriting Underwritten Offering unless they accept Elutions accepts the terms of the underwriting as agreed upon between the Trust Company and the underwriters selected by the TrustCompany, and, if requested, enters into an underwriting agreement in customary form with such underwriters, and furnishes to the Company such information as the Company may reasonably request in writing for inclusion in the Piggyback Registration Statement, as the case may be; provided, however, that Elutions shall not be required to make any representations or warranties to the Beneficial Owners in no event Company or the underwriters other than representations and warranties regarding Elutions, its holdings and its intended method of distribution. If Elutions does not agree to the terms of any such underwriting or otherwise fails to comply with the terms and conditions of this Agreement, such Registrable Common Shares shall be subject to a lock-up period in excess of that provided for in Section 5(a) belowexcluded from such Underwritten Offering. If the managing underwriter for underwriters of the offering Underwritten Offering shall advise the Trust Company that marketing factors require a limitation of the number of shares to be underwritten, then the Trust Company shall so advise all Beneficial Owners of Registrable Securities which would otherwise be underwritten pursuant to this Section 4 Elutions, and the number of shares of Registrable Securities Common Shares that may be included in the underwriting Underwritten Offering shall be allocated in accordance with Section 4(c2(c) and Section 2(d) below. (c) If the Trust shall, pursuant Underwritten Offering is a primary offering on behalf of the Company and the managing underwriters of such an Underwritten Offering give written notice to Section 4(b), reduce the amount Company that in their sole discretion the number of securities shares of Common Stock requested to be included in an such Underwritten Offering exceeds the number to be sold in such Underwritten Offering that is compatible with the success of the offering, then the Company will include in such reduction shall be made as follows: Underwritten Offering (i) first, all securities other than those the greatest number of shares of Common Stock requested to be included by the Trust Company for its own account and other than those which the Beneficial Owners seek to include in the offering (but in any event not to exceed the Participation Threshold) shall be excluded from the offering to the extent such limitation on the number of shares included in the underwriting is required; and account, (ii) second, if further limitation the greatest number of shares of Registrable Common Shares requested to be included by Elutions and (iii) third, other shares of Common Stock requested to be included by other holders of the Company's Common Stock pursuant to any applicable rights, which, in the reasonable and good faith opinion of such managing underwriters will not jeopardize the success of the Underwritten Offering. (d) If the Underwritten Offering is a secondary offering on behalf of one or more holders of Common Stock other than Registrable Common Shares and the managing underwriters of such an Underwritten Offering give written notice to the Company that in their sole discretion the number of shares of Common Stock requested to be included in such Underwritten Offering exceeds the underwriting number to be sold in such Underwritten Offering that is requiredcompatible with the success of the offering, then the Company will include in such Underwritten Offering (i) first, the greatest number of shares of Common Stock requested to be included by the Beneficial Owners shall be reduced to 15% of holder(s) requesting such registration, (ii) second, the total greatest number of shares to be included in such incidental registration and the number of shares Common Stock requested to be included by the Trust shall be reduced to 85% of Company for its own account, (iii) third, the total number of shares to be included in such incidental registration; it being understood that any reduction in the number of shares to be included in the incidental registration by the Beneficial Owners shall be made pro rata among the Beneficial Owners in accordance with the greatest number of shares of Registrable Securities Common Shares requested to be sold included by each Elutions and (iv) fourth, other shares of Common Stock requested to be included by other holders of the Company's Common Stock pursuant to any applicable rights, which, in the reasonable and good faith opinion of such Beneficial Ownermanaging underwriters will not jeopardize the success of the Underwritten Offering. (de) The Trust Company shall bear all Registration Expenses in connection with have the right to terminate or withdraw any incidental registration pursuant to this Section 4, 2 prior to the effectiveness of such registration or the completion of the Underwritten Offering contemplated thereby whether or not Elutions has elected to include securities in such incidental registration statement becomes effectiveand/or Underwritten Offering. (ef) Notwithstanding anything in Section 5(a) below If Elutions disapproves of the terms of an Underwritten Offering, Elutions may elect to withdraw therefrom by written notice to the contraryCompany and the managing underwriter delivered prior to the commencement of any marketing efforts for the Underwritten Offering. Elutions may agree to waive this right to withdraw with the Company, in the event that (i) the Beneficial Owners participate underwriters or any custodial agent in any incidental registration pursuant to this Section 4 and (ii) the sum custody agreement and/or power of the aggregate net proceeds reasonably expected to be received attorney executed by the Beneficial Owners Elutions in connection with the underwriting. Any Registrable Common Shares excluded or withdrawn from such incidental registration and the aggregate net proceeds previously received by such Beneficial Owners from the sale of Registrable Shares by such Beneficial Owners from and after the Effective Time underwriting shall be equal to an amount less than $10 million in the aggregate, the duration of the restriction on public sales or distributions of Registrable Securities by the Beneficial Owners in connection with excluded and withdrawn from such incidental registration pursuant to this Section 4 shall be reduced to apply only to the period commencing on the tenth (10th) day prior to the date such underwritten offering commences and ending no later than sixty (60) days following the closing of the underwritten offering (or such shorter period as the managing underwriter or underwriters for such underwritten offering may request); provided, however, that if the managing underwriter or underwriters for such underwritten offering reasonably determine that a longer period (but in any event not to exceed the period otherwise required by Section 5(a) below) is necessary or appropriate in connection with such offering, then the Beneficial Owners shall have the option to either (i) comply with such longer requirement or (ii) forfeit their rights in connection with such incidental registration pursuant to this Section 4; it being understood and agreed that, in the event that the Beneficial Owners elect to forfeit their rights in connection with an incidental registration pursuant to clause (ii) above, (x) such Beneficial Owners shall not be subject to the restrictions on sale contained in Section 5(a) below or this Section 4(e) in connection with such offering, and (y) in the event such offering is not consummated by the Trust, such Beneficial Owners would again be entitled to request "piggy-back" registration of their Registrable Securities in accordance with Section 4(a) above in connection with a subsequent offeringRegistration Statement.

Incidental or Piggy Back Registration. (a) If, at any time during the nine (9) month period beginning on the Effective Time of the Merger (the "Initial Period")Holder owns Registrable Securities, the Trust Company proposes to file a Registration Statement under the Securities Act covering an underwritten offering by the Trust Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto), then the Trust Company shall promptly give written notice of such proposed filing to each of the Beneficial OwnersHolder. Upon the written request of any Beneficial Owner Holder received by the Trust Company within 10 days after the delivery of such notice by the Trust Company (but in any event prior to 10 days following the expiration of the Initial Registration Rights Period), the Trust Company shall use commercially reasonable efforts to cause a registration statement covering those Registrable Securities that each such Beneficial Owner Holder has requested to be registered up to, in the aggregate, the Participation Threshold, to become effective under the Securities Act. (b) The Trust Company shall not be required under this Section 4 3 to include any of the Beneficial Owners' Holder’s securities in an underwriting unless they accept he accepts the terms of the underwriting as agreed upon between the Trust Company and the underwriters selected by the Trust; provided, that the Beneficial Owners in no event shall be subject to a lock-up period in excess of that provided for in Section 5(a) belowCompany. If the managing underwriter for the offering shall advise the Trust Company that marketing factors require a limitation of the number of shares to be underwritten, then the Trust Company shall so advise all Beneficial Owners of Registrable Securities which would otherwise be underwritten pursuant to this Section 4 Holder and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated in accordance with Section 4(c3(c) below. (c) If the Trust shall, pursuant to Section 4(b), reduce managing underwriters of an underwritten offering notify the amount Company or such other parties that in their opinion the number of shares of securities requested to be included including in such offering exceeds the number which can be sold in such offering in an offeringorderly manner within a price range acceptable to the Company, the Company will include in such reduction shall be made as follows: offering (i) first, all securities other than those the greatest number of shares of Common Stock requested to be included by the Trust for its own account and other than those which the Beneficial Owners seek to include in the offering (but in Company or by any event not to exceed the Participation Threshold) shall be excluded from the offering party to the extent such limitation on Kxxxxxxxx Rights Agreement and permitted to be included pursuant to the number of shares included in the underwriting is required; terms thereof and (ii) second, if further limitation on other shares of Class A Common Stock, including the number of shares to be included in the underwriting is required, the number of shares to be included Warrant Shares as requested by the Beneficial Owners shall be reduced Holder, in each case up to 15% of the total number of shares to be included in such incidental registration and the number of shares to be included by the Trust shall be reduced to 85% of the total number of shares to be included in such incidental registration; it being understood that any reduction in the number of shares to be included in the incidental registration by the Beneficial Owners shall be made pro rata among the Beneficial Owners in accordance with the greatest number of shares of Registrable Securities requested to Class A Common Stock which, in the opinion of such managing underwriters, can be sold by each in an orderly manner in the price range of such Beneficial Owneroffering. (d) The Trust Company shall bear all Registration Expenses in connection with any incidental registration pursuant to this Section 43, whether or not such incidental registration statement becomes effective. (e) Notwithstanding anything in Section 5(a) below to the contrary, in the event that (i) the Beneficial Owners participate in any incidental registration pursuant to this Section 4 and (ii) the sum of the aggregate net proceeds reasonably expected to be received by the Beneficial Owners in connection with such incidental registration and the aggregate net proceeds previously received by such Beneficial Owners from the sale of Registrable Shares by such Beneficial Owners from and after the Effective Time shall be equal to an amount less than $10 million in the aggregate, the duration of the restriction on public sales or distributions of Registrable Securities by the Beneficial Owners in connection with such incidental registration pursuant to this Section 4 shall be reduced to apply only to the period commencing on the tenth (10th) day prior to the date such underwritten offering commences and ending no later than sixty (60) days following the closing of the underwritten offering (or such shorter period as the managing underwriter or underwriters for such underwritten offering may request); provided, however, that if the managing underwriter or underwriters for such underwritten offering reasonably determine that a longer period (but in any event not to exceed the period otherwise required by Section 5(a) below) is necessary or appropriate in connection with such offering, then the Beneficial Owners shall have the option to either (i) comply with such longer requirement or (ii) forfeit their rights in connection with such incidental registration pursuant to this Section 4; it being understood and agreed that, in the event that the Beneficial Owners elect to forfeit their rights in connection with an incidental registration pursuant to clause (ii) above, (x) such Beneficial Owners shall not be subject to the restrictions on sale contained in Section 5(a) below or this Section 4(e) in connection with such offering, and (y) in the event such offering is not consummated by the Trust, such Beneficial Owners would again be entitled to request "piggy-back" registration of their Registrable Securities in accordance with Section 4(a) above in connection with a subsequent offering.

Incidental or Piggy Back Registration. (a) If, at any time during the nine (9) month period beginning on the Effective Time of the Merger (the "Initial Period")that Elutions or any Permitted Transferee owns Registrable Common Shares, the Trust Company proposes to file register (including, for this purpose, a Registration Statement registration effected by the Company for stockholders other than Elutions) any of its Common Stock or Equivalent Stock under the Securities Act covering an underwritten in connection with the public offering by the Trust for its own account of such securities (other than a Registration Statement on Form S-4 or S-8 or any successor theretoin an Excluded Registration), then the Trust Company shall promptly give written notice of such proposed filing to each Elutions, specifying the approximate date on which the Company proposes to file such registration statement (“Piggyback Registration Statement") and advising Elution of its right to have any or all of the Beneficial OwnersRegistrable Common Shares included among the securities to be covered thereby, subject to the terms and conditions of this Agreement. Upon If Elutions desires to include in a Piggyback Registration Statement all or part of the written request of any Beneficial Owner received by the Trust Registrable Common Shares, Elutions shall, within 10 twenty (20) days after receipt of the delivery of above-described notice from the Company, so notify the Company in writing, and in such notice by shall inform the Trust (but in any event prior to 10 days following the expiration Company of the Initial Period)number of Registrable Common Shares that Elutions wishes to include in the Piggyback Registration Statement. In such event, the Trust Company shall use commercially reasonable its best efforts to cause a registration statement covering the Piggyback Registration Statement to include those Registrable Securities Common Shares that each such Beneficial Owner Elutions has requested to be registered up to(subject, in the aggregate, the Participation Thresholdhowever, to the limitations set forth in Section 2(b) and to reduction in accordance with Section 2(c) and Section 2(d) below) and to be filed and become effective under the Securities Act. (b) . Any election by Elutions to include any Registrable Common Shares in the Piggyback Registration Statement will not affect the inclusion of such Registrable Common Shares in the applicable Shelf Registration Statement until such Registrable Common Shares have been sold under the Piggyback Registration Statement. The Trust Company shall not be required under this Section 4 to include any of the Beneficial Owners' securities Registrable Common Shares in a Piggyback Registration Statement not involving an underwriting unless they accept the terms of the underwriting as agreed upon between the Trust and the underwriters selected by the Trust; provided, that the Beneficial Owners in no event shall be subject to a lock-up period in excess of that provided for in Section 5(a) below. If the managing underwriter for the offering shall advise the Trust that marketing factors require a limitation of the number of shares to be underwritten, Underwritten Offering if such Registrable Common Shares are then the Trust shall so advise all Beneficial Owners of Registrable Securities which would otherwise be underwritten pursuant to this Section 4 and the number of shares of Registrable Securities that may be included registered in the underwriting shall be allocated in accordance with Section 4(c) belowapplicable Shelf Registration Statement. (c) If the Trust shall, pursuant to Section 4(b), reduce the amount of securities to be included in an offering, such reduction shall be made as follows: (i) first, all securities other than those to be included by the Trust for its own account and other than those which the Beneficial Owners seek to include in the offering (but in any event not to exceed the Participation Threshold) shall be excluded from the offering to the extent such limitation on the number of shares included in the underwriting is required; and (ii) second, if further limitation on the number of shares to be included in the underwriting is required, the number of shares to be included by the Beneficial Owners shall be reduced to 15% of the total number of shares to be included in such incidental registration and the number of shares to be included by the Trust shall be reduced to 85% of the total number of shares to be included in such incidental registration; it being understood that any reduction in the number of shares to be included in the incidental registration by the Beneficial Owners shall be made pro rata among the Beneficial Owners in accordance with the number of shares of Registrable Securities requested to be sold by each such Beneficial Owner. (d) The Trust shall bear all Registration Expenses in connection with any incidental registration pursuant to this Section 4, whether or not such incidental registration statement becomes effective. (e) Notwithstanding anything in Section 5(a) below to the contrary, in the event that (i) the Beneficial Owners participate in any incidental registration pursuant to this Section 4 and (ii) the sum of the aggregate net proceeds reasonably expected to be received by the Beneficial Owners in connection with such incidental registration and the aggregate net proceeds previously received by such Beneficial Owners from the sale of Registrable Shares by such Beneficial Owners from and after the Effective Time shall be equal to an amount less than $10 million in the aggregate, the duration of the restriction on public sales or distributions of Registrable Securities by the Beneficial Owners in connection with such incidental registration pursuant to this Section 4 shall be reduced to apply only to the period commencing on the tenth (10th) day prior to the date such underwritten offering commences and ending no later than sixty (60) days following the closing of the underwritten offering (or such shorter period as the managing underwriter or underwriters for such underwritten offering may request); provided, however, that if the managing underwriter or underwriters for such underwritten offering reasonably determine that a longer period (but in any event not to exceed the period otherwise required by Section 5(a) below) is necessary or appropriate in connection with such offering, then the Beneficial Owners shall have the option to either (i) comply with such longer requirement or (ii) forfeit their rights in connection with such incidental registration pursuant to this Section 4; it being understood and agreed that, in the event that the Beneficial Owners elect to forfeit their rights in connection with an incidental registration pursuant to clause (ii) above, (x) such Beneficial Owners shall not be subject to the restrictions on sale contained in Section 5(a) below or this Section 4(e) in connection with such offering, and (y) in the event such offering is not consummated by the Trust, such Beneficial Owners would again be entitled to request "piggy-back" registration of their Registrable Securities in accordance with Section 4(a) above in connection with a subsequent offering.