Incidental (Piggyback) Registration. If at any time, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Securities Act"), for public offering and sale, the Company shall give notice to the Holders of its intention to effect such a registration prior to the filing with the Securities and Exchange Commission (the "SEC") of such registration statement. Notwithstanding the foregoing, a piggyback registration pursuant to this Section 2.1 shall not include any registration statement (i) on Form S-8 or any successor form to such form, (ii) on Form S-4 or any successor form to such form, (iii) filed in connection with an exchange offer or an offering of Common Stock or of securities convertible or exchangeable into Common Stock made solely to its existing stockholders in connection with a rights offering or solely to the Company's employees, or a post-effective amendment to any then effective registration statement. Upon written request of any Holder, given within 7 days after receipt from the Company of such notice, the Company shall use its best efforts to cause the number of such Holder's Registrable Securities referred to in such request to be included in such registration statement; provided, however, that in the event that the offering pursuant to such registration statement shall be underwritten and the underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration pursuant to this Section 2.1 exceeds the number of securities which can be sold in the offering without adversely affecting the offering price or the marketing of the Company's securities, the Company may first include in such registration all securities the Company proposes to sell, and such Holder shall accept a reduction (pro rata with the other Holders who shall have duly requested to include Registrable Securities in such registration and other holders of the Company's equity securities entitled to register such securities on such registration statement whose registration rights are not subordinate to such Holder's ("parri passu holders"), on the basis of the proportion that the market value (based upon the proposed offering price of such securities or the mid-point of the range of the proposed offering prices if any of such securities (the "Market Value")) of each security holder's aggregate securities requested to be registered bears to the Market Value of the aggregate amount of all such equity secu...
Incidental (Piggyback) Registration. (a) Subject to Section 5.10, if at any time Parent determines that it shall file a Registration Statement under the Securities Act (other than a Registration Statement in connection with the initial Public Offering in which no Stockholder sells any of its Shares or on a Form S-4 or S-8 or any successor or similar forms) with respect to its Common Stock or any Convertible Security, Parent shall each such time promptly give each Holder written notice of such determination setting forth the date on which Parent proposes to file such Registration Statement and advising each Holder of its right to have Registrable Securities included in such registration. Upon the written request of any Holder received by Parent no later than 15 Business Days after receipt of Parent's notice, Parent shall use its reasonable best efforts to cause to be included for registration under the Securities Act all of the Registrable Securities that such Holder has so requested to be registered; provided that if, at any time after giving written notice of its intention to register securities for sale by Parent and prior to the effective date of the Registration Statement filed in connection with such registration, Parent shall determine for any reason not to proceed with the proposed registration of such securities, then Parent may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Demand Holder to request such registration to be effected as a registration under Section 5.3.
Incidental (Piggyback) Registration. (a) Subject to the limitations set forth in this Agreement, if the Purchaser, at any time within one (1) year of the date hereof proposes to file on its behalf and/or on behalf of any of its security holders ("THE DEMANDING SECURITY HOLDERS") a registration statement under the Securities Act of 1933 of the US, as amended (the "Securities Act"), on any form (other than a registration statement on US forms S-4 or S-8 or any successor form for shares to be offered in a transaction of the type referred to in Rule 145 under the Securities Act of the US or to employees of the Purchaser pursuant to any employee benefit plan, respectively) for the general registration of shares to be sold for cash with respect to its common stock or any other class of equity security (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934 of the US) of the Purchaser, it will give written notice to the Shareholders at least 15 days before the initial filing with the US Securities and Exchange Commission of such registration statement, which notice shall set forth the intended method of disposition of the shares proposed to be registered by the Purchaser. The notice shall offer to include in such filing the aggregate number of shares of Consideration Stock as have been properly allocated and issued to the Shareholders pursuant to this Agreement and as the Shareholders may request, subject, however, to the provisions of this clause 5.1.
Incidental (Piggyback) Registration. If the Company or any Shareholder (other than the Initiating Holders) at any time after the Qualified Public Offering proposes to register any of its securities, other than (i) in a registration relating solely to employee benefit plans, or (ii) a registration relating solely to an SEC Rule 145 transaction, the Company will give notice to the holders of Registrable Securities of such intention. Upon the written request of any holder of the Registrable Securities given within twenty (20) days after receipt of any such notice, the Company shall take all actions under its power and control to include in such registration all of the Registrable Securities indicated in such request, so as to permit the disposition of the shares so registered. Notwithstanding any other provision of this Section, if in an underwritten offering the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, shares held by any Shareholder (other than the Preferred Holders), and then to the extent necessary, shares held by the Preferred Holders other than the A1 Holders and then to shares held by the A1 Holders (in each case, pro rata to the respective number of Registrable Securities held by such Shareholders), provided, that in all registrations (except for the initial underwritten public offering where the underwriters may completely restrict piggyback registration) the Registered Holders holding A1 Shares can not be cut back in a way that will permit them to sell any less than 30% of the amount of shares such Holders propose to register on a pro rata basis. The Company shall have the right to withdraw or terminate any registration initiated by it under this Section 2.1 prior to the effectiveness of such registration whether or not any Shareholder has elected to include securities in such registration. The Registration expenses of such withdrawn registration (including for avoidance of doubt of such Shareholders) shall be solely borne by the Company in accordance with Section 2 hereof.
Incidental (Piggyback) Registration. If the Company at any time proposes to register any of its securities for sale for its own account or for the account of any other Person (other than a registration relating to (i) the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a Rule 145 transaction, or a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Stock; or (ii) a registration pursuant to Section 6.1(a) or Section 6.1(b) above), it shall each such time give written notice (the “Company’s Notice”), at its expense, to all holders of Registrable Stock and the Registrable Stock of its intention to do so at least 30 days prior to the filing of a registration statement with respect to such registration with the Commission. If any holder of Registrable Stock desires to dispose of all or part of its Registrable Stock, it may request registration thereof in connection with the Company’s registration by delivering to the Company, within 30 days after receipt of the Company’s Notice, written notice of such request (the “Investors’ Notice”) stating the number of shares of Registrable Stock to be disposed of and the intended method of disposition of such shares by such holder or holders. The Company shall use its reasonable best efforts to cause all shares of Registrable Stock specified in the Investors’ Notice to be registered under the Securities Act so as to permit the sale or other disposition (in accordance with the intended methods thereof as aforesaid) by such holder or holders of the shares so registered, subject, however, to the limitations set forth in Section 6.4 hereof.
Incidental (Piggyback) Registration. Each time the Company proposes to register any of its Securities under the Securities Act for its own account or for the account of other Security holders or both, it will give at least 30 days advance written notice of its intention to do so to the Stockholders. The Stockholders may then specify, by written notice to the Company within 25 days of the date of the Company's notice, the number of shares of Registrable Stock held by it that it wishes to include in the Company's proposed registration (a "Piggyback Registration"). Subject to the market cutback limitations of SECTION 8 of this Agreement, the Company will use its best efforts to effect the Piggyback Registration under the Securities Act of Registrable Stock specified by the Stockholders under this SECTION 3.
Incidental (Piggyback) Registration. Each time the Company proposes to register any of its Securities under the Securities Act for its own account or for the account of other Security holders or both, it will give at least 30 days advance written notice of its intention to do so to PRN. PRN may then specify, by written notice to the Company within 25 days of the date of the Company's notice, the number of shares of Registrable Stock held by it that it wishes to include in the
Incidental (Piggyback) Registration. 5 Section 4. Limitations on Registration Rights . . . . . . . . . . . . . 5 Section 5. Registration Procedures. . . . . . . . . . . . . . . . . . . 7 Section 6. Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 7. Indemnification . . . . . . . . . . . . . . . . . . . . . . 11 Section 8. Marketing Restrictions . . . . . . . . . . . . . . . . . . . 15 Section 9. Sale of Preferred to Underwriter . . . . . . . . . . . . . . 19 Section 10. Lockup Agreement . . . . . . . . . . . . . . . . . . . . . . 20 Section 11. Compliance with Rule 144 . . . . . . . . . . . . . . . . . . 20 Section 12. Assignability of Registration Rights . . . . . . . . . . . . 21
Incidental (Piggyback) Registration. After the Company completes an initial public offering of Common, each time the Company proposes to register any of its Securities under the Securities Act for its own account or for the account of other Security holders or both, it will give at least 30 days advance written notice of its intention to do so to each Holder. Each Holder may then specify, by written notice to the Company within 25 days of the date of the Company's notice, the number of shares of Registrable Stock held by it that it wishes to include in the Company's proposed registration (a "Piggyback Registration"). Subject to the market cutback limitations of SECTION 8 of this Agreement, the Company will use its best efforts to effect the Piggyback Registration under the Securities Act of Registrable Stock specified by Holders under this SECTION 3.
Incidental (Piggyback) Registration. 3.1. If the Company at any time proposes to register any of its securities (other than a registration of securities to be offered to employees pursuant to an employee benefit plan on form S-8 or a registration in connection with an exchange offer or any acquisition and other than in a demand registration under Section 2 of this Agreement), it shall give notice to the Holders and to the other shareholders in each such case of such intention. Upon the written request of any Holder and any other shareholder given within twenty (20) days after receipt of any such notice, the Company shall include in such registration all of the Registrable Securities and the other shares indicated in such request, so as to permit the disposition of the shares so registered.
