Common use of Incidental (Piggyback) Registration Clause in Contracts

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 Section 5.10the limitations set forth in this Agreement, if the Company at any time Parent determines that it shall within three (3) years 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, as amended (the "Securities Act") on any form (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 form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or similar formsto employees of the Company pursuant to any employee benefit plan, respectively) with respect to its for the general registration of any sale or resale of Common Stock or any Convertible Securityother class of the Company's securities, Parent it shall each such time promptly give each Holder written notice to the Holder at least 15 days before the initial filing with the Commission of such determination Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Restricted Shares as Holder may request. If Holder desire to have any offer and sale of Restricted Shares registered under this Section 1, it shall advise the Company in writing within 10 days after the date of receipt of such offer from the Company, setting forth the date amount of such Restricted Shares for which registration is requested. The Company shall thereupon include in such filing the number of shares of Restricted Shares for which registration is so requested, subject to the following. In the event that the proposed registration by the Company is, in whole or in part, an underwritten public offering of securities of the Company, the Company shall not be required to include any of the Restricted Shares in such underwriting unless Holder agrees to accept the offering on which Parent proposes to file such Registration Statement the same terms and advising each Holder conditions as the shares of its right to have Registrable Securities included in Common Stock, if any, otherwise being sold through underwriters under such registration. Upon In each case all shares of Common Stock owned by the written request Holder which are not included in the underwritten public offering shall be withheld from the market by the Holder for a period, not to exceed ninety (90) calendar days, which the managing underwriter reasonably determines as necessary in order to effect the underwritten public offering. In the event the Company chooses a registration form which limits the size offering either in terms of any Holder received by Parent no later than 15 Business Days after receipt the number of Parent's noticeshares or dollar amount, Parent the Company shall use its reasonable best efforts not be required to cause include in the offering (in addition to the number of shares to be included for sold by the Company) Restricted Shares which would exceed such limits. In no event shall the Company be required to provide the "piggyback" 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 rights contemplated by Parent and prior to the effective date of the Registration Statement filed this Section 1 in connection with such registrationthe Company's filing, Parent shall determine not later than September 30,1997, of a registration statement for any reason not to proceed with the proposed registration resale by Memphis International Motorsports, Inc. (or its permitted transferees) 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 Common Stock issued or to be effected as a registration under Section 5.3issued to it upon conversion of the Company's outstanding Series B Convertible Preferred Stock.

Incidental (Piggyback) Registration. (a) Subject to Section 5.10the limitations set forth in this Agreement, if the Company 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 required by Section 1(a) 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 on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in connection a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities 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 Company, it will give written notice to the Holders at least 15 days before the initial filing with the Commission of such registrationRegistration Statement, Parent which notice shall determine set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing such aggregate number of shares of Restricted Shares as the Holders may request. If any of the Holders desire to have Restricted Shares registered under this Section 1(b), they shall advise the Company in writing within 10 days after the date of receipt of such offer from the Company, setting forth the amount of such Restricted Shares for any reason not which registration is requested. The Company shall thereupon include in such filing the number of shares of Restricted Shares for which registration is so requested, subject to proceed with the following. In the event that the proposed registration by the Company is, in whole or in part, an underwritten public offering of securities of the Company, the Company shall not be required to include any of the Restricted Shares in such securitiesunderwritten offering unless the Holders agree to accept the offering on the same terms and conditions as the shares of Common Stock, then Parent mayif any, at its election, give written notice of otherwise being sold through underwriters under 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 prejudiceregistration; provided, however, that: (i) if the managing underwriter determines and advises the Company that the inclusion of all Restricted Shares proposed to be included by the Holders in the underwritten public offering and other issued and outstanding shares of Common Stock proposed to be included therein by the persons other than the Holders, the Company and any demanding security holder (the “Other Shares”) would jeopardize the success of the Company’s offering, then the Company shall be required to include in the offering (in addition to the rights number of any Demand Holder to request such registration shares to be effected sold by the Company and any demanding security holder) only that number of Restricted Shares that the managing underwriter believes will not jeopardize the success of the Company’s offering and the number of Restricted Shares and Other Shares included in such underwritten public offering shall be reduced pro rata based upon the number of shares of Restricted Shares and Other Shares requested by the holders thereof to be registered in such underwritten public offering; and (ii) in each case all shares of Common Stock owned by the Holders which are not included in the underwritten public offering shall be withheld from the market by the Holders for a period, not to exceed one hundred twenty (120) calendar days, which the managing underwriter reasonably determines as necessary in order to effect the underwritten public offering. In the event the Company chooses a registration under Section 5.3form which limits the size of the offering either in terms of the number of shares or dollar amount, the Company shall not be required to include in the offering (in addition to the number of shares to be sold by the Company) Restricted Shares which would exceed such limits, and the number of Restricted Shares and Other Shares included in such offering shall be reduced pro rata based upon the number of Restricted Shares and Other Shares requested by the holders thereof to be registered in such offering.

Incidental (Piggyback) Registration. (a) Subject to Section 5.10, if If the Company or any its Shareholders 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 proposes to register any of its Shares securities, other than (i) in a registration relating solely to employee benefit plans, or on (ii) a Form S-4 or S-8 or any successor or similar forms) with respect registration relating solely to its Common Stock or any Convertible Securityan SEC Rule 145 transaction, Parent shall each such time promptly the Company will give each Holder written notice to the Holders of such determination setting forth intention. Such notice shall specify, at a minimum, the number and class of shares or equity securities so proposed to be registered (or offered, in the case of a shelf takedown), the proposed date of filing of such registration statement or prospectus or prospectus supplement, if applicable, any proposed means of distribution of such shares or securities, any proposed managing underwriter or underwriters of such shares or securities and a good faith estimate by the Company of the proposed maximum offering price thereof, as such price is proposed to appear on which Parent proposes to file the facing page of such Registration Statement and advising each Holder of its right to have Registrable Securities included in such registrationregistration statement, prospectus or prospectus supplement. Upon the written request of any Holder received by Parent no later than 15 Business Days of the Registrable Securities given within twenty (20) days after receipt of Parent's any such notice, Parent the Company shall use take all actions under its reasonable best efforts power and control to cause to be included for include in such registration under the Securities Act 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 Holder has so registration and underwriting to the extent necessary to satisfy such limitation, (i) first, any Subscription Shares and (ii) second, any shares held by the each of the Holders in each case, pro rata to the respective number of Registrable Securities requested to be registered; provided registered by such Holder, provided, that if, at in all registrations the Holders can not be cut back in a way that will permit them to sell any time after giving written notice less than 20% of its intention the aggregate number of shares such Holders propose to register securities for sale register. The Company shall have the right to withdraw or terminate any registration initiated by Parent and it under this Section 2.2 prior to the effective date effectiveness of the Registration Statement filed such registration whether or not any Holder has elected to include securities in connection with such registration, Parent shall determine for any reason not to proceed with the proposed registration . The Registration expenses of such securities, then Parent may, at its election, give written notice withdrawn registration (including for avoidance of doubt of all such determination to each Holder of Registrable Securities and, thereupon, Holders) shall be relieved of its obligation to register any Registrable Securities solely borne by the Company in connection accordance 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 5.3‎2.6 hereof.