Common use of Incidental Registration Rights Clause in Contracts

Incidental Registration Rights. If the Company, for a period of five (5) years commencing one (1) year after the Exercise Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Best Efforts (hereinafter defined) to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3.

Incidental Registration Rights. (a) If the Company, for a period of five (5) years commencing one (1) year at any time after the Exercise Date, date hereof A-Fem proposes to register any of its securities under the Securities 1933 Act (other than except for registration of shares solely in connection with an employee benefit plan or a transaction contemplated by Rule 145(amerger or consolidation) promulgated under the Securities Act in any public offering, whether or pursuant to registration on Form S-4 or S-8 or any successor forms) whether not for sale for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein asaccount, “Other Shares”), the Company shall each it will at such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities Holder of its intention to do so. The holders so and of Registrable Securities shall exercise Holder's rights under this Section 2. (b) Upon the “piggy-back” rights provided herein by giving written notice request of Holder made within ten (10) 30 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(bHolder), the Company A-Fem will use its Reasonable Best Efforts (hereinafter defined) best efforts to effect the registration under the Securities 1933 Act and applicable state securities laws of all of the Registrable Securities which the Company in connection therewith that A-Fem has been so requested to register by such holder, to Holder. (c) If the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities managing underwriter for any underwritten offering in the a registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.32.2 shall inform in writing A-Fem and Holder of its belief that the number of securities requested to be included in such registration would materially and adversely affect its ability to effect such offering, then A-Fem will include in such registration the number that A-Fem is so advised can be sold in (or during the ;time of) such offering, first, all securities proposed by A-Fem to be sold for its own account, and second, such Registrable Securities and other securities of A-Fem requested to be included in such registration by persons exercising their incidental registration rights, pro rata on the basis of the number of shares of such securities so proposed to be sold and so requested to be included.

Incidental Registration Rights. If (a) Right to Include Shares. Subject to the Companyfurther terms and conditions of this Agreement and the Exchange Agreement, for a period of five (5) years commencing one (1) year after the Exercise Date, if Newpark at any time proposes to register any Common Stock on any form for the registration of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”Form S-8), the Company shall each Newpark will at such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities Holders of its intention to do soso and of Holders' rights under this Paragraph 3. The holders Upon the written request of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice any Holders made within ten (10) 20 days after the receipt of any such notice that up to fifty-one percent (51%) of the Shares be included in such registration (which request shall specify the Registrable Securities number of Shares intended to be disposed of by such holder). Except as set forth in Section 8.3(beach Holder desiring to participate and the intended method of disposition thereof), Newpark will cause the Company will use its Reasonable Best Efforts (hereinafter defined) Shares for which Holders have requested registration to effect be included in the registration statement filed with respect to such registration under the Securities Act Act, provided that (i) if, at any time after giving written notice of all its intention to register Common Stock but prior to the effective date of the Registrable Securities which the Company has been so requested registration statement filed in connection with such registration, Newpark shall determine for any reason not to register by such holderCommon Stock, Newpark may, at its election, give written notice of such determination to the extent required Holders, and, thereupon, shall be relieved of its obligation to permit the disposition of the Registrable Securities so register any Shares in such registration, and (ii) if such registration involves an underwritten offering, Holders must sell their Shares (if Holders continue to desire such Shares to be registered, by inclusion ) to the underwriters of such Registrable Securities in offering on the registration statement which covers same terms and conditions as apply to Newpark or the stockholders for whose account securities which are to be sold, as the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3case may be.

Incidental Registration Rights. If the Company, for a period of five (5) years commencing one (1) year after the Exercise Date, Company proposes to register any make an ------------------------------ Offering of its securities under the Securities Act Common Stock and to prepare Offering Documents not required pursuant to Paragraph 4 (other than in connection with any registration by the Company on Form S-8 or a transaction contemplated by Rule 145(asuccessor or substantially similar form of (A) promulgated under the Securities Act an employee stock option, stock purchase or compensation plan or securities issued or to be issued pursuant to registration on Form S-4 any such plan, or S-8 or any successor forms(B) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”a dividend investment plan), the Company shall each such time will give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to each of the holders Holders (at their respective addresses as they appear on the stock transfer records of Registrable Securities the Company) of its intention to do soso and of the Holders's rights under this Paragraph 3. The holders Upon the written request of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice Holders made within ten twenty (1020) days after the receipt of any such notice (which request shall specify the number of the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(beach Holder), the Company will use its Reasonable Best Efforts (hereinafter defined) include in the Offering Documents relating to effect the registration under the Securities Act of such Offering all of the Registrable Securities which that the Company has been so requested to register include by the Holders; provided, that if at any time after giving written notice under this Paragraph 3 the Company shall determine for any reason not to proceed with the proposed Offering, the Company may, at its election, give written notice of such holder, determination to the extent required Holders and thereupon shall be relieved of its obligations to permit the disposition of Holders with respect to such proposed Offering under this Paragraph 3. Any Holder shall be entitled to withdraw its request for the Registrable Securities so to be registered, by inclusion of such Registrable Securities in an Offering and withdraw from the registration statement which covers Offering at any time before the securities which time that the Company proposes to register. The Company will pay all Offering Documents, including any Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3Statement (if applicable), are declared effective and the Offering has commenced.