Common use of Incidental or "Piggy-Back Clause in Contracts

Incidental or "Piggy-Back. Registration. (a) Request for Incidental or “Piggy-Back” Registration. If the Company proposes to file a Registration Statement with respect to an offering of Common Stock, Non-Voting Common Stock or Warrants by the Company for its own account (other than a Registration Statement on Form S-4 or S-8) or for the account of any stockholder of the Company other than Designated Stockholders pursuant to Sections 3 and 5 hereof (other than in connection with the Initial Public Offering), then the Company shall give written notice (an “Incidental Registration Notice”) of such proposed filing to each of the Designated Stockholders at least ten Business Days before the anticipated filing date, which notice shall describe the proposed registration and distribution and offer such Designated Stockholders the opportunity to register the number of Registrable Securities that each such Designated Stockholder may request (an “Incidental Registration”). Any such request by a Designated Stockholder must be made in writing and received by the Company within five Business Days of the date on which the Company sent the Incidental Registration Notice. The failure of any Designated Stockholder to respond to an Incidental Registration Notice within five Business Days shall be deemed a waiver of such Designated Stockholder’s rights under this Section 4(a) with respect to such Incidental Registration. The Company shall use its commercially reasonable efforts to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the “Company Underwriter”) to permit each Designated Stockholder who has requested in writing to participate in the Incidental Registration pursuant to this Section 4(a) to include the number of such Designated Stockholder’s Registrable Securities indicated by such Designated Stockholder in such offering on the same terms and conditions as the Company or the account of such other stockholder, as the case may be, included therein. Any withdrawal of the Registration Statement by the Company for any reason shall constitute and effect an automatic withdrawal of any Incidental Registration related thereto. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Stockholders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter (including, without limitation, offering price, underwriting commissions or discounts and lockup agreement terms), and then only in such quantity as set forth below. If the Company Underwriter determines that the aggregate amount of the securities requested to be included in such offering is sufficiently large to have a material adverse effect on the distribution or sales price of the securities in such offering, then the Company shall include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such material adverse effect, first, (i) all of the securities to be offered for the account of the Company, in the case of a Company initiated Incidental Registration or (ii) all of the securities to be offered for the account of the stockholders who have requested such Incidental Registration, pro rata among such requesting stockholders based on the number of securities held by each such holder, second, any Registrable Securities and any other shares of Common Stock, Non-Voting Common stock or Warrants, as applicable, requested by holders thereof in the case of an Incidental Registration initiated by the Company or by stockholders of the Company to be included in such registration (to the extent that the holders of such securities do not have priority to be included in such registration), pro rata among the Designated Stockholders and such other holders based on the number of securities held by each such holder, and third, all of the securities to be offered for the account of the Company, in the case of an Incidental Registration initiated by any stockholder of the Company.

Incidental or "Piggy-Back. Registration. (a) Request for Incidental or “Piggy-Back” Registration. If At any time after the date hereof, if the Company proposes to file a Registration Statement with respect to an offering of Common Stock, Non-Voting Common Stock or Warrants by the Company for its own account (other than a Registration Statement on Form S-4 or S-8) or for the account of any stockholder of the Company other than Designated Stockholders pursuant to Sections 3 and 5 hereof (other than in connection with the Initial Public Offering)Company, then the Company shall give written notice (an “Incidental Registration Notice”) of such proposed filing to each of the Designated Stockholders Holders at least ten Business Days 20 days before the anticipated filing date, which and such notice shall describe the proposed registration registration, offering price (or reasonable range thereof) and distribution arrangements, and offer such Designated Stockholders Holders the opportunity to register the number of Registrable Securities that as each such Designated Stockholder Holder may request (an “Incidental Registration”). Any such request by a Designated Stockholder must be made in writing and received by the Company within five Business Days of the date on which the Company sent the In connection with any Incidental Registration Notice. The failure of any Designated Stockholder to respond to an Incidental Registration Notice within five Business Days shall be deemed a waiver of such Designated Stockholder’s rights under this Section 4(a3(a) with respect to such Incidental Registration. The involving an underwritten public offering, the Company shall use its commercially reasonable efforts (within 20 days after the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the “Company Underwriter”) to permit each of the Designated Stockholder Holders who has requested in writing to participate in the Incidental Registration pursuant to this Section 4(a) to include the number of such Designated StockholderHolder’s Registrable Securities indicated specified by such Designated Stockholder Holder in such offering on the same terms and conditions as the securities of the Company or for the account of such other stockholder, as the case may be, included therein. Any withdrawal of the Registration Statement by the Company for any reason shall constitute and effect an automatic withdrawal of any Incidental Registration related thereto. In connection with any Incidental Registration under this Section 4(a3(a) involving an underwritten public offering, the Company shall not be required to include any Registrable Securities in such underwritten public offering unless the Designated Stockholders Holders thereof accept the terms of the underwritten public offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter (including, without limitation, offering price, underwriting commissions or discounts and lockup agreement terms)Underwriter, and then only in such quantity as set forth belowthe Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the aggregate amount registration of all or part of the securities Registrable Securities which the Designated Holders have requested to be included in such offering is sufficiently large to have a material adverse effect on would materially adversely affect the distribution or sales price success of the securities in such offering, then the Company shall include in such Incidental Registration, to Registration only the extent aggregate amount of the amount Registrable Securities that the Company Underwriter believes may be sold without causing any such material adverse effect, first, (i) all of the securities to be offered for the account of the Company, in the case of a Company initiated Incidental Registration or (ii) all of the securities to be offered for the account of the stockholders who have requested such Incidental Registration, pro rata among such requesting stockholders based on the number of securities held by each such holder, second, any Registrable Securities effect and any other shares of Common Stock, Non-Voting Common stock or Warrants, as applicable, requested by holders thereof in the case of an Incidental Registration initiated by the Company or by stockholders of the Company to be included in such registration (to the extent that the holders of such securities do not have priority to be included shall include in such registration), pro rata among the Designated Stockholders and such other holders based on the number of securities held by each such holder, and thirdfirst, all of the securities to be offered for the account of the Company; and second, in the case Registrable Securities to be offered for the account of an Incidental Registration initiated by the Designated Holders pursuant to this Section 3 and the securities for the account of any stockholder other stockholders of the Company, pro rata based on the number of Registrable Securities owned by each such Designated Holder or securities for the account of such other stockholder.

Incidental or "Piggy-Back. Registration. (a) Request for Incidental or “Piggy-Back” Registration. If At any time after the IPO Effectiveness Date, if the Company proposes to file a Registration Statement with respect to an offering of Common Stock, Non-Voting Common Stock or Warrants by the Company for its own account (other than a Registration Statement on Form S-4 or S-8) or for the account of any stockholder of the Company other than Designated Stockholders pursuant to Sections 3 and 5 hereof (other than in connection with for the Initial Public Offeringaccount of any Designated Holder pursuant to Section 3 or Section 5), then the Company shall give written notice (an “Incidental Registration Notice”) of such proposed filing to each of the Designated Investor Holders that, as of the date of such notice, holds 5% or more of the outstanding shares of Common Stock (disregarding any dilution of such Investor Holder’s percentage ownership of Common Stock other than as a result of any issuance of New Securities (as defined in the Stockholders Agreement) pursuant to Section 4.1 of the Stockholders Agreement in which such Investor Holder was eligible to, but failed to, acquire New Securities) at least ten Business Days 10 days before the anticipated filing date, which and such notice shall describe the proposed registration registration, offering price (or reasonable range thereof) and distribution arrangements, and offer such Designated Stockholders Investor Holder the opportunity to register the number of Registrable Securities that as each such Designated Stockholder Investor Holder may request (an “Incidental Registration”). Any such request by a Designated Stockholder must be made in writing and received by the Company within five Business Days of the date on which the Company sent the In connection with any Incidental Registration Notice. The failure of any Designated Stockholder to respond to an Incidental Registration Notice within five Business Days shall be deemed a waiver of such Designated Stockholder’s rights under this Section 4(a) with respect to such Incidental Registration. The involving an underwritten public offering, the Company shall use its commercially reasonable efforts to shall, within 10 days after the notice provided for in the preceding sentence, cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the “Company Underwriter”) to permit each Designated Stockholder such Investor Holder who has so requested in writing to participate in the Incidental Registration pursuant to this Section 4(a) to include the number of such Designated StockholderInvestor Holder’s Registrable Securities indicated specified by such Designated Stockholder Investor Holder in such offering on the same terms and conditions as the securities of the Company or for the account of such other stockholder, as the case may be, included therein. Any withdrawal of the Registration Statement by the Company for any reason shall constitute and effect an automatic withdrawal of any Incidental Registration related thereto. In connection with any Incidental Registration under this Section 4(a) involving an underwritten public offering, the Company shall not be required to include any Registrable Securities in such underwritten public offering unless the Designated Stockholders Investor Holders thereof accept the terms of the underwritten public offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter (including, without limitation, offering price, underwriting commissions or discounts and lockup agreement terms)Underwriter, and then only in such quantity as set forth belowthe Company Underwriter advises the Company and the requesting Investor Holders in writing will not jeopardize the success of the offering by the Company. If the Company Underwriter determines advises the Company and the requesting Investor Holders that the aggregate amount registration of all or part of the securities Registrable Securities which the Investor Holders have requested to be included exceeds the number of securities which can be sold in such offering is sufficiently large within a price range acceptable to have a material adverse effect on the distribution or sales price of the securities in such offeringCompany, then the Company shall include in such Incidental Registration, to Registration only the extent aggregate amount of the amount Registrable Securities that the Company Underwriter believes may be sold without causing such material adverse effectsold, firstif any, (i) all of the securities to be offered for the account of the Company, in the case of a Company initiated Incidental Registration or (ii) all of the securities to be offered for the account of the stockholders who have requested such Incidental Registration, pro rata among such requesting stockholders based on the number of securities held by each such holder, second, any Registrable Securities and any other shares of Common Stock, Non-Voting Common stock or Warrants, as applicable, requested by holders thereof in the case of an Incidental Registration initiated by the Company or by stockholders of the Company to be included in such registration (to the extent that the holders of such securities do not have priority to be included shall include in such registration), pro rata among the Designated Stockholders and such other holders based on the number of securities held by each such holder, and thirdfirst, all of the securities to be offered for the account of the Company; second, in the case of an Incidental Registration initiated by any stockholder Registrable Securities to be offered for the account of the CompanyInvestor Holders pursuant to this Section 4(a), as a group, pro rata based on the number of Registrable Securities owned by each such Investor Holder; and third, any other securities requested to be included in such offering.

Incidental or "Piggy-Back. Registration. (a) Request for Incidental or “Piggy-Back” Rights with Respect to a Demand Registration. If Each of the Company proposes to file a Registration Statement with respect to an offering of Common Stock, Non-Voting Common Stock or Warrants by the Company for its own account Designated Holders (other than Initiating Holders which have requested a registration under Section 3(a)) may offer its or his Registrable Securities under any Demand Registration Statement on Form S-4 or S-8pursuant to this Section 3(b). Within five (5) or days after the receipt of a request for a Demand Registration from an Initiating Holder, the account of any stockholder Company shall (i) give written notice thereof to all of the Company other than Designated Stockholders pursuant to Sections 3 and 5 hereof Holders (other than in connection with the Initial Public OfferingInitiating Holders which have requested a registration under Section 3(a)) and (ii) subject to Section 3(e), then include in such registration all of the Registrable Securities held by such Designated Holders from whom the Company shall give has received a written request for inclusion therein within ten (10) days of the receipt by such Designated Holders of such written notice referred to in clause (an “Incidental Registration Notice”i) of above. Each such proposed filing to each of the Designated Stockholders at least ten Business Days before the anticipated filing date, which notice shall describe the proposed registration and distribution and offer request by such Designated Stockholders the opportunity to register Holders shall specify the number of Registrable Securities that each such Designated Stockholder may request (an “Incidental Registration”). Any such request by a Designated Stockholder must proposed to be made in writing and received by the Company within five Business Days of the date on which the Company sent the Incidental Registration Noticeregistered. The failure of any Designated Stockholder Holder to respond within such 10-day period referred to an Incidental Registration Notice within five Business Days in clause (ii) above shall be deemed to be a waiver of such Designated StockholderHolder’s rights under this Section 4(a) 3 with respect to such Incidental Demand Registration. The Company shall use Any Designated Holder may waive its commercially reasonable efforts to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the “Company Underwriter”) to permit each Designated Stockholder who has requested in writing to participate in the Incidental Registration pursuant to rights under this Section 4(a) 3 prior to include the number expiration of such 10-day period by giving written notice to the Company, with a copy to the Initiating Holders. If a Designated Holder sends the Company a written request for inclusion of part or all of such Designated StockholderHolder’s Registrable Securities indicated by in a registration, such Designated Stockholder Holder shall not be entitled to withdraw or revoke such request without the prior written consent of the Company in its sole discretion unless, as a result of facts or circumstances arising after the date on which such offering on the same terms and conditions as request was made relating to the Company or the account of to market conditions, such other stockholder, as the case may be, included therein. Any withdrawal of the Registration Statement by the Company for any reason shall constitute and effect an automatic withdrawal of any Incidental Registration related thereto. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities Designated Holder reasonably determines that participation in such underwritten offering unless the Designated Stockholders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter (including, without limitation, offering price, underwriting commissions or discounts and lockup agreement terms), and then only in such quantity as set forth below. If the Company Underwriter determines that the aggregate amount of the securities requested to be included in such offering is sufficiently large to registration would have a material adverse effect on the distribution or sales price of the securities in such offering, then the Company shall include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such material adverse effect, first, (i) all of the securities to be offered for the account of the Company, in the case of a Company initiated Incidental Registration or (ii) all of the securities to be offered for the account of the stockholders who have requested such Incidental Registration, pro rata among such requesting stockholders based on the number of securities held by each such holder, second, any Registrable Securities and any other shares of Common Stock, Non-Voting Common stock or Warrants, as applicable, requested by holders thereof in the case of an Incidental Registration initiated by the Company or by stockholders of the Company to be included in such registration (to the extent that the holders of such securities do not have priority to be included in such registration), pro rata among the Designated Stockholders and such other holders based on the number of securities held by each such holder, and third, all of the securities to be offered for the account of the Company, in the case of an Incidental Registration initiated by any stockholder of the CompanyHolder.

Incidental or "Piggy-Back. RegistrationOffering. (a) Request for Incidental or “Piggy-Back” Registration. If During the Company term of this Agreement, if the Parent proposes to file a Registration Statement commence an underwritten public offering in the United States of Parent Shares or the Parent ADSs that is registered with respect to an offering of Common Stock, Non-Voting Common Stock or Warrants by the Company for its own account U.S. Securities and Exchange Commission (other than on a Registration Statement on Form S-4 X-0, X-0 or S-8) F-4, or successor form), for the account of any stockholder securityholder of the Company other than Designated Stockholders pursuant to Sections 3 and 5 hereof (other than in connection with the Initial Public Offering)Parent, then the Company Parent shall give written notice (an “Incidental Registration Notice”) of such proposed filing offering to each of the Designated Stockholders at least ten Business Days twenty (20) days before the anticipated filing datecommencement of such offering, which and such notice shall describe the proposed registration and distribution and offer such Designated Stockholders the opportunity to register offer the number of Registrable Securities that Parent Shares or Parent ADSs as each such Designated Stockholder may request (an “"Incidental Registration”Offering"). Any such request by a Designated Stockholder must be made in writing and received by the Company within five Business Days of the date on which the Company sent the Incidental Registration Notice. The failure of any Designated Stockholder to respond to an Incidental Registration Notice within five Business Days shall be deemed a waiver of such Designated Stockholder’s rights under this Section 4(a) with respect to such Incidental Registration. The Company Parent shall use its commercially reasonable efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the “Company Underwriter”) to permit each Designated Stockholder of the Stockholders who has have requested in writing to participate in the Incidental Registration pursuant to this Section 4(a) Offering to include the number of such Designated Stockholder’s Registrable Securities indicated by such Designated Stockholder its or his Parent Shares or Parent ADSs in such secondary underwritten offering on the same terms and conditions as the Company or the account securities of such other stockholder, as the case may be, included therein. Any withdrawal of the Registration Statement by the Company for any reason shall constitute and effect an automatic withdrawal of any Incidental Registration related thereto. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company The Parent shall not be required to include any Registrable Securities such Parent Shares or Parent ADSs in such secondary underwritten offering unless the Designated Stockholders Stockholder thereof accept accepts the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, Parent and the Company Underwriter (including, without limitation, offering price, underwriting commissions managing underwriter or discounts and lockup agreement terms)underwriters, and then only in such quantity as set forth belowthe managing underwriter or underwriters believe will not jeopardize the success of the offering by the Parent. If the Company Underwriter determines managing underwriter or underwriters determine that the aggregate amount inclusion of all or part of the securities Parent Shares or Parent ADSs which the Stockholders have requested to be included in such offering is sufficiently large to have a material adverse effect on would materially adversely affect the distribution or sales price success of the securities in such offering, then the Company Parent shall be required to include in such Incidental RegistrationOffering, to the extent of the amount that the Company Underwriter believes managing underwriter or underwriters believe may be sold without causing such material adverse effect, first, (i) ----- all of the securities to be offered for the account of the CompanyParent (if any); and second, in the case of a Company initiated Incidental Registration Parent Shares or (ii) all of the securities Parent ADSs to be offered for the account of the stockholders who have ------ Stockholders pursuant to this Section 3.3 and any other securities requested to be included in such Incidental Registrationsecondary offering, pro rata among based on the number of Parent Shares or Parent ADSs owned by each such requesting stockholders stockholder. (b) The Parent shall bear all expenses in connection with any Incidental Offering pursuant to this Section 3.3 (except for underwriter commissions or discounts to be shared on a pro rata basis based on the number of securities held offered by each such holder, second, any Registrable Securities and any other shares of Common Stock, Non-Voting Common stock or Warrants, as applicable, requested by holders thereof in the case of an Incidental Registration initiated by the Company or by stockholders of the Company to be included in such registration (to the extent that the holders of such securities do not have priority to be included in such registrationperson), pro rata among the Designated Stockholders and such other holders based on the number of securities held by each such holder, and third, all of the securities to be offered for the account of the Company, in the case of an Incidental Registration initiated by any stockholder of the Company.