Common use of Incidental or "Piggyback" Registration Rights Clause in Contracts

Incidental or "Piggyback" Registration Rights. (a) If the Company or any holder of shares of Stock or Nonvoting Stock proposes to sell shares of Stock or Nonvoting Stock in a Public Equity Offering, the Company shall give written notice, at least 15 days prior to the filing of a registration statement related to such Public Equity Offering (other than a registration statement relating solely to employee benefit plans or to effect any acquisition or combination with another Person), of such proposed Public Equity Offering to Purchaser which notice shall offer to Purchaser and its Affiliates the opportunity to include in such Public Equity Offering such number of Registrable Shares as Purchaser and its Affiliates may request. Within 20 days after receipt of such notice, Purchaser and its Affiliates shall, subject to the following sentence, have the right by notifying the Company in writing to require the Company to include in the registration statement relating to such Public Equity Offering such number of Registrable Shares as Purchaser or its Affiliates may request. Notwithstanding the foregoing, (x) if at any time the managing underwriter or underwriters of such Public Equity Offering (the "Managing Underwriter") shall advise the Company in writing that, in its opinion, the total number of shares proposed to be sold in such Public Equity Offering (including the total number of Registrable Shares that Purchaser and its Affiliates have requested to be sold in such Public Equity Offering and the total number of shares of Stock or Nonvoting Stock, as the case may be, requested to be included by any other selling shareholder entitled to sell shares in such Public Equity Offering) exceeds the maximum number of shares which the Managing Underwriter believes may be sold without materially adversely affecting the price, timing or distribution of the Public Equity Offering, then the Company will be required to include in such Public Equity Offering only that number of shares which the Managing Underwriter believes may be sold without causing such adverse effect in the following order: (i) all the shares that the Company proposes to sell in such Public Equity Offering, (ii) all the shares that are proposed to be sold by any shareholder of the Company who is exercising a demand registration right, if such Public Equity Offering is being made pursuant to such demand and (iii) shares of Purchaser and its Affiliates and all other shares that are proposed to be sold by any shareholder of the Company exercising a so-called "piggyback" registration right on a pro rata basis in an aggregate number which is equal to the difference between the maximum number of shares that may be distributed in such Public Equity Offering as determined by the Managing Underwriter and the number of shares to be sold in such Public Equity Offering pursuant to clauses (i) and (ii) above, and (iv) any other shares of Stock or Nonvoting Stock requested to be included in such Public Equity Offering. (b) The Company will have the right to postpone or withdraw any registration statement relating to a Public Equity Offering described under this Section 11.2 prior to the effective date of such registration statement without obligation to Purchaser or its Affiliates. The Company shall pay all registration expenses of Purchaser and its Affiliates (other than customary underwriting and broker commissions) in the case of any and all registrations governed by this Section 11.2.

Incidental or "Piggyback" Registration Rights. (a) If the Company or any holder of shares of Stock or Nonvoting Stock proposes to sell shares of Stock or Nonvoting Stock in a Public Equity Offering, the Company shall give written notice, at least 15 days prior to the filing of a registration statement related to such Public Equity Offering (other than a registration statement relating solely to employee benefit plans or to effect any acquisition or combination with another Person), of such proposed Public Equity Offering to Purchaser the Consultant which notice shall offer to Purchaser the Consultant and its his Affiliates the opportunity to include in such Public Equity Offering such number of Registrable Shares as Purchaser the Consultant and its his Affiliates may request. Within 20 days after receipt of such notice, Purchaser the Consultant and its his Affiliates shall, subject to the following sentence, have the right by notifying the Company in writing to require the Company to include in the registration statement relating to such Public Equity Offering such number of Registrable Shares as Purchaser the Consultant or its his Affiliates may request. Notwithstanding the foregoing, (x) if at any time the managing underwriter or underwriters of such Public Equity Offering (the "Managing Underwriter") shall advise the Company in writing that, in its opinion, the total number of shares proposed to be sold in such Public Equity Offering (including the total number of Registrable Shares that Purchaser the Consultant and its his Affiliates have requested to be sold in such Public Equity Offering and the total number of shares of Stock or Nonvoting Stock, as the case may be, requested to be included by any other selling shareholder entitled to sell shares in such Public Equity Offering) exceeds the maximum number of shares which the Managing Underwriter believes may be sold without materially adversely affecting the price, timing timing, or distribution of the Public Equity Offering, then the Company will be required to include in such Public Equity Offering only that number of shares which the Managing Underwriter believes may be sold without causing such adverse effect in the following order: (i) all the shares that the Company proposes to sell in such Public Equity Offering, (ii) all the shares that are proposed to be sold by any shareholder of the Company who is exercising a demand registration right, if such Public Equity Offering is being made pursuant to such demand demand, and (iii) shares of Purchaser the Consultant and its his Affiliates and all other shares that are proposed to be sold by any shareholder of the Company exercising a so-called "piggyback" registration right on a pro rata basis in an aggregate number which is equal to the difference between the maximum number of shares that may be distributed in such Public Equity Offering as determined by the Managing Underwriter and the number of shares to be sold in such Public Equity Offering pursuant to clauses (i) and (ii) above, and (iv) any other shares of Stock or Nonvoting Stock requested to be included in such Public Equity Offering. (b) The Company will have the right to postpone or withdraw any registration statement relating to a Public Equity Offering described under this Section 11.2 prior to the effective date of such registration statement without obligation to Purchaser or its Affiliates. The Company shall pay all registration expenses of Purchaser and its Affiliates (other than customary underwriting and broker commissions) in the case of any and all registrations governed by this Section 11.2.

Incidental or "Piggyback" Registration Rights. (a) If the Company or any holder of shares of Stock or Nonvoting Stock proposes to sell shares of Stock or Nonvoting Stock in a Public Equity Offering, the Company shall give written notice, at least 15 days prior to the filing of a registration statement related to such Public Equity Offering (other than a registration statement relating solely to employee benefit plans or to effect any acquisition or combination with another Person), of such proposed Public Equity Offering to Purchaser the Shareholder which notice shall offer to Purchaser the Shareholder and its his Affiliates the opportunity to include in such Public Equity Offering such number of Registrable Shares as Purchaser the Shareholder and its his Affiliates may request. Within 20 days after receipt of such notice, Purchaser the Shareholder and its his Affiliates shall, subject to the following sentence, have the right by notifying the Company in writing to require the Company to include in the registration statement relating to such Public Equity Offering such number of Registrable Shares as Purchaser the Shareholder or its his Affiliates may request. Notwithstanding the foregoing, (x) if at any time the managing underwriter or underwriters of such Public Equity Offering (the "Managing Underwriter") shall advise the Company in writing that, in its opinion, the total number of shares proposed to be sold in such Public Equity Offering (including the total number of Registrable Shares that Purchaser the Shareholder and its his Affiliates have requested to be sold in such Public Equity Offering and the total number of shares of Stock or Nonvoting Stock, as the case may be, requested to be included by any other selling shareholder entitled to sell shares in such Public Equity Offering) exceeds the maximum number of shares which the Managing Underwriter believes may be sold without materially adversely affecting the price, timing timing, or distribution of the Public Equity Offering, then the Company will be required to include in such Public Equity Offering only that number of shares which the Managing Underwriter believes may be sold without causing such adverse effect in the following order: (i) all the shares that the Company proposes to sell in such Public Equity Offering, (ii) all the shares that are proposed to be sold by any shareholder of the Company who is exercising a demand registration right, if such Public Equity Offering is being made pursuant to such demand demand, and (iii) shares of Purchaser the Shareholder and its his Affiliates and all other shares that are proposed to be sold by any shareholder of the Company exercising a so-called "piggyback" registration right on a pro rata basis in an aggregate number which is equal to the difference between the maximum number of shares that may be distributed in such Public Equity Offering as determined by the Managing Underwriter and the number of shares to be sold in such Public Equity Offering pursuant to clauses (i) and (ii) above, and (iv) any other shares of Stock or Nonvoting Stock requested to be included in such Public Equity Offering. (b) The Company will have the right to postpone or withdraw any registration statement relating to a Public Equity Offering described under this Section 11.2 12.2 prior to the effective date of such registration statement without obligation to Purchaser the Shareholder or its his Affiliates. The Company Purchaser shall, and shall pay cause its Affiliates to, use their respective commercially reasonable efforts to cause all registration expenses of Purchaser the Shareholder and its his Affiliates (other than customary underwriting and broker commissions) to be paid by the Company in the case of any and all registrations governed by this Section 11.212.2.

Incidental or "Piggyback" Registration Rights. (a) If the Company or any holder of shares of Stock or Nonvoting Stock proposes to sell shares of Stock or Nonvoting Stock in a Public Equity Offering, the Company shall give written notice, at least 15 days prior to the filing of a registration statement related to such Public Equity Offering (other than a registration statement relating solely to employee benefit plans or to effect any acquisition or combination with another Person), of such proposed Public Equity Offering to Purchaser the Consultant which notice shall offer to Purchaser the Consultant and its his Affiliates the opportunity to include in such Public Equity Offering such number of Registrable Shares as Purchaser the Consultant and its his Affiliates may request. Within 20 days after receipt of such notice, Purchaser the Consultant and its his Affiliates shall, subject to the following sentence, have the right by notifying the Company in writing to require the Company to include in the registration statement relating to such Public Equity Offering such number of Registrable Shares as Purchaser the Consultant or its his Affiliates may request. Notwithstanding the foregoing, (x) if at any time the managing underwriter or underwriters of such Public Equity Offering (the "Managing Underwriter") shall advise the Company in writing that, in its opinion, the total number of shares proposed to be sold in such Public Equity Offering (including the total number of Registrable Shares that Purchaser the Consultant and its his Affiliates have requested to be sold in such Public Equity Offering and the total number of shares of Stock or Nonvoting Stock, as the case may be, requested to be included by any other selling shareholder entitled to sell shares in such Public Equity Offering) exceeds the maximum number of shares which the Managing Underwriter believes may be sold without materially adversely affecting the price, timing timing, or distribution of the Public Equity Offering, then the Company will be required to include in such Public Equity Offering only that number of shares which the Managing Underwriter believes may be sold without causing such adverse effect in the following order: (i) all the shares that the Company proposes to sell in such Public Equity Offering, (ii) all the shares that are proposed to be sold by any shareholder of the Company who is exercising a demand registration right, if such Public Equity Offering is being made pursuant to such demand demand, and (iii) shares of Purchaser the Consultant and its his Affiliates and all other shares that are proposed to be sold by any shareholder of the Company exercising a so-called "piggyback" registration right on a pro rata basis in an aggregate number which is equal to the difference between the maximum number of shares that may be distributed in such Public Equity Offering as determined by the Managing Underwriter and the number of shares to be sold in such Public Equity Offering pursuant to clauses (i) and (ii) above, and (iv) any other shares of Stock or Nonvoting Stock requested to be included in such Public Equity Offering. (b) The Company will have the right to postpone or withdraw any registration statement relating to a Public Equity Offering described under this Section 11.2 6 prior to the effective date of such registration statement without obligation to Purchaser the Consultant or its his Affiliates. The Company Purchaser shall, and shall pay cause its Affiliates to, use their respective commercially reasonable efforts to cause all registration expenses of Purchaser the Consultant and its his Affiliates (other than customary underwriting and broker commissions) to be paid by the Company in the case of any and all registrations governed by this Section 11.26.