Incidental (Piggyback) Registration Sample Clauses

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. If 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 (other than registrations with regard to acquisitions of employee stock options, employee purchase plans or other employee benefit plans on Form S-8 under the Securities Act or any successor form), the Company shall give notice to Xxxxxx of its intention to effect such a registration prior to the filing with the Securities and Exchange Commission (the "SEC") of such registration statement. Upon Xxxxxx' written request, given within 7 days after receipt from the Company of such notice, the Company shall use its best efforts to cause the number of Xxxxxx' Registrable Securities then held by Xxxxxx and 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(a) exceeds the number of securities that 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 Xxxxxx shall accept a reduction (pro rata with any other holders of the Company's equity securities entitled to register such securities on such registration statement whose registration rights are on a par with and not subordinate to Xxxxxx') 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 of 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 equity securities (other than those to be sold for the Company's account) as to which registration is sought) in the number of securities to be included in such registration, which reduction may, if necessary, be total. Nothing in this Section 2(a) shall limit the Company's ability to withdraw, or temporarily cease to seek effectiveness of, a registration statement it has filed whether before or after its effectiveness.

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. (b) Any of the Shareholders who desires to have up to 20% of his or their Consideration Stock entitlement which have been properly allotted and issued to him or them pursuant to this Agreement registered under this clause 5, they shall advise the Company in writing within 10 days after the date of receipt of written notice from the Purchaser pursuant to Clause 5.1(a), setting forth the amount of such Consideration Stock for which registration is requested, not to exceed 20% of the Consideration Stock properly allotted and issued to such Shareholder under the terms of this Agreement (subject to adjustment for stock splits, stock dividends and similar reclassifications affecting the Common Stock). The Purchaser shall thereupon include in such filing the number of shares representing that part of Consideration Stock of each Shareholder for which registration is so requested, subject to the following provisions of this clause 5. In the event that the proposed registration by the Purchaser is, in whole or in part, an underwritten public offe...

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 2.1(a) or Section 2.1(b) above), it shall each such time give written notice (the "Company's Notice"), at its expense, to all holders of 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 2.4 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. So long as any Shareholder holds at least 25% of the Stock Consideration acquired by such Shareholder pursuant to the Merger Agreement, each time after the Closing that LifeQuest proposes to effect a registration of any of its equity securities (as that term is defined under Rule 405 of the Rules and Regulations of the Commission promulgated under the Securities Act) under the Securities Act, other than a registration on From S-8 or Form S-4 or similar registration form hereafter authorized or prescribed by the Commission, including a registration to be effected pursuant to Section 3(a), LifeQuest will give notice thereof at least thirty (30) days before the proposed filing date to each Shareholder who then holds any of the Stock Consideration and, upon the written request of any such Shareholder, LifeQuest will include in such registration such Stock Consideration held by such Shareholder as such Requesting Shareholder may specify in a notice given to LifeQuest within twenty (20) days of the first mentioned notice of its intention to do so to the Shareholders (the "Piggyback Registration"). Subject to the market cutback limitations of Section 4, LifeQuest will use its best efforts to effect the Piggyback Registration under the Securities Act of the Stock Consideration specified by each Shareholder under this Section 3(b). Notwithstanding any contrary provision of this Agreement, this Section 3(b) shall not apply to a registration effected solely to offer securities for sale pursuant to, or in connection with, (i) an employee benefit plan or

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. 3.2. Notwithstanding any other provision of this Section 3, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, or if there shall be any other limitation on the number of shares which the Company may register, then first the registration will include all of the shares the Company proposes to register, and then, of the remaining, if any, shares to be underwritten, 80% of the quantity available for registration will be allocated to the Holders (to be allocated between those Holders participating in the registration, pro-rata to the respective number of Registrable Securities requested by each Holder to be included in the registration and 20% will be allocated to the other shareholders (to be allocated between those shareholders participating in the registration, pro-rata to the respective number of shares requested by each of them to be included in the registration). 3.3. The Company shall be required to effect an unlimited number of piggyback registrations under this Section 3.

Incidental (Piggyback) Registration. If the Company at any time proposes to register any of its securities under the Securities Act (other than a registration effected on either Form S-4 or Form S-8) for the purpose of selling such securities to the public whether for its own account or for the account of any of its security holders or both, the Company shall each such time give written notice to the Shareholders of its intention so to do. Upon the written request by the Shareholder given within 15 days after such notice (which request shall state the number of Registrable Securities to be disposed of), the Company will use reasonable efforts to cause promptly at least 50% of the Registrable Securities of which registration is requested to be registered or qualified under the Securities Act or any other applicable federal or state law or regulation so as to permit the sale or other disposition thereof in accordance with the Shareholder's written request. The Company will keep effective and maintain any registration or qualification specified in this Section 2.2 for such period (not exceeding 60 days) as may be reasonably necessary to effect such sale or disposition in accordance with the Shareholder's written request. If the registration is to be effected in connection with an underwritten offering, (i) the Shareholder and other holders participating in such registration shall be required to sell through the underwriter; (ii) the Shareholder and other holders participating in such registration (together with the Company) shall enter into an underwriting agreement with the managing underwriter in the form customarily used by such underwriter; and (iii) if the managing underwriter thereof determines that the total number of shares of the Common Stock to be sold in such offering should be limited due to market conditions or otherwise, the reduction in the total number of shares offered shall be made by first excluding any shares of selling stockholders who are not holders of contractual rights to have such shares registered under the Securities Act, and then, if necessary, by excluding pro rata (based on the number of securities requested to be included in such registration) the shares to be sold by the Shareholder and other securityholders of the Company with similar rights, before any reduction is made in the total number of shares to be sold pursuant thereto by the Company.

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