Common use of Incidental Registration Clause in Contracts

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided provided, that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, that no such -------- notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Statement, including, but not limited to, Registration Statement filed Statements relating to secondary offerings of securities of the Company, but excluding Registration Statements pursuant to Section 2.1) 2 and relating to employee benefit plans or with respect to corporate reorganizations, at any time and from time to time, it will, at least thirty (30) days prior to such filing, give written notice to all Stockholders the Holders of its intention to do so; providedso and, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon upon the written request of a Stockholder or Stockholders any of the Holders given within 20 twenty (20) days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its best reasonable efforts to cause all Registrable Shares which that the Company has been requested by such Stockholder or Stockholders Holders to register or to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or StockholdersHolders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 3 without obligation to any Stockholderof the Holders.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant covering shares to Section 2.1be sold solely for the account of Other Holders) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b)2.2. Upon the written request of a Stockholder or Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 2 without obligation to any Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1) at any time and from time to time, whether at the request of any Stockholder or otherwise (other than a Registration Statement filed in connection with the Company's initial public offering of Common Stock), it will, prior to such filing, give written notice to all Stockholders and all Management Stockholders of its intention to do so; providedso and, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon upon the written request of a Stockholder or Stockholders Stockholders, or a Management Stockholder or Management Stockholders, given within 20 30 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders Stockholders, or Management Stockholder or Management Stockholders, to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders, or Management Stockholder or Management Stockholders; provided provided, however, that the Company shall have the right to -------- ------- postpone or withdraw any registration effected pursuant to this Section 2.2 2 without obligation to any Stockholder or Management Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, that no that, to the extent relevant, such notice need be given if no Registrable Shares are to be included therein as a result of a shall describe any determination of the managing underwriter pursuant to Section 2.2(b2(b). Upon the written request of a Stockholder or Stockholder(s) holding Common Stock representing at least 25% of the Registrable Shares then held by all Stockholders given within 20 twenty (20) days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), but subject to any determination of a managing underwriter pursuant to Section 2(b) below, the Company shall use its best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 2 without obligation to any Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement covering shares of Common Stock (other than a Registration Statement filed pursuant to Section 2.1) ), at any time and from time to time, it will, prior to such filing, give prompt written notice to all Stockholders Investors of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of written notice from the managing underwriter pursuant to Section 2.2(b). The parties to this Agreement hereby acknowledge that the Company filed a certain registration statement (Registration No. 333-167220) with the Commission on June 1, 2010 (the “2010 Registration Statement”) and have waived the Company’s obligation to give prompt written notice of such filing pursuant to this Section 2.2(a). Upon the written request of a Stockholder an Investor or Stockholders Investors given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder Investor or Stockholders Investors to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder Investor or StockholdersInvestors; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any StockholderInvestor.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than Statement, including a Registration Statement filed pursuant to Section 2.1) effect an Initial Public Offering, at any time and from time to time, it will, prior to such filing, give written notice to all Preferred Stockholders and Warrantholders of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder one or more Preferred Stockholders or Warrantholders given within 20 fifteen (15) days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its best commercially reasonable efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Preferred Stockholders to register and Warrantholders to be registered under the Securities Act (in the case of an Initial Public Offering, however, in an amount not to exceed 25% of all shares of Common Stock offered in such Initial Public Offering) to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or StockholdersPreferred Stockholders and Warrantholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any StockholderPreferred Stockholder or Warrantholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement covering shares of Common Stock (other than a Registration Statement filed pursuant to Section 2.1) ), at any time and from time to time, it will, prior to such filing, give prompt written notice to all Stockholders Investors of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of written notice from the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder an Investor or Stockholders Investors given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder Investor or Stockholders Investors to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder Investor or StockholdersInvestors; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any StockholderInvestor.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Statement, including, but not limited to, Registration Statement filed Statements relating to secondary offerings of securities of the Company, but excluding Registration Statements pursuant to Section 2.1) 3.1 and relating to employee benefit plans or with respect to corporate reorganizations, at any time and from time to time, it will, at least thirty (30) days prior to such filing, give written notice to all Stockholders Shareholders of its intention to do so; providedso and, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon upon the written request of a Stockholder Shareholder or Stockholders Shareholders given within 20 twenty (20) days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its best reasonable efforts to cause all Registrable Shares which that the Company has been requested by such Stockholder Shareholder or Stockholders Shareholders to register or to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder Shareholder or StockholdersShareholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 3.2 without obligation to any StockholderShareholder.

Incidental Registration. (a1) Whenever the Company proposes to file a Registration Statement on Form S-3 (other than a Registration Statement filed pursuant to Section 2.1) at any time and from time to timethe Initial Public Offering), it will, prior to such filing, give written notice to all Stockholders of its intention to do so; providedPROVIDED, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders given within 20 10 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, that no such notice need be -------- given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided provided, that the Company shall have the right to postpone or -------- withdraw any registration effected pursuant to this Section 2.2 without obligation to any Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Statement, including, but not limited to, Registration Statement filed Statements relating to secondary offerings of securities of the Company, but excluding Registration Statements pursuant to Section 2.1) 3.3 and relating to employee benefit plans or with respect to corporate reorganizations, at any time and from time to time, it will, at least thirty (30) days prior to such filing, give written notice to all Stockholders Shareholders of its intention to do so; providedso and, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon upon the written request of a Stockholder Shareholder or Stockholders Shareholders given within 20 twenty (20) days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its best reasonable efforts to cause all Registrable Shares which that the Company has been requested by such Stockholder Shareholder or Stockholders Shareholders to register or to be registered under the Securities Act Applicable Law to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder Shareholder or StockholdersShareholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 3.4 without obligation to any StockholderShareholder.

Incidental Registration. (a) Whenever If the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, provided that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter; provided that the Company will exercise its best efforts to cause the managing underwriter pursuant to Section 2.2(b)include at least 200,000 Registrable Shares in such Registration Statement. Upon the written request of a Stockholder or Stockholders given within 20 7 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its best commercially reasonable efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 2.1 without obligation to any Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be -------- included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, -------- that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided provided, that the Company -------- shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1, a Registration Statement covering shares to be sold solely for the account of Other Holders, or a Registration Statement on Form X-0, Xxxx X-0 or any successor form thereto) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Stockholder.

Incidental Registration. (a) Whenever 2.2.1 Subject to Section 2.2.2, below, whenever the Company proposes to file a Registration Statement for the issuance or public sale of Common Stock or other equity of the Company for its own account or for the account of a holder of Common Stock of the Company (other than a Registration Statement filed pursuant except for registrations relating to Section 2.1employee benefit plans and corporate reorganizations) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders Holders of its intention to do so; providedso and, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon upon the written request of a Stockholder Holder or Stockholders Holders given within 20 twenty (20) days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable SharesSecurities), the Company shall use its best efforts to cause all Registrable Shares which Securities that the Company has been requested by such Stockholder Holder or Stockholders Holders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder Holder or StockholdersHolders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any StockholderHolder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders Shareholders of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder Shareholder or Stockholders Shareholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder Shareholder or Stockholders Shareholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder Shareholder or StockholdersShareholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Stockholder.or

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, that no such -------- notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided provided, that the Company -------- shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; providedso and, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon upon the written request of a Stockholder or Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or StockholdersStockholders provided, however, that this -------- Section 2 shall not apply to any Registration Statement filed or proposed to be filed by the Company pursuant to any agreement to which the Company is or may become a party if, pursuant to the terms of such agreement, the Company is prohibited from permitting the Stockholders to participate in such registration; and provided further that the Company shall have the right to postpone or ---------------- withdraw any registration effected pursuant to this Section 2.2 2 without obligation to any Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement covering shares of Common Stock (other than a Special Registration Statement filed pursuant to Section 2.1Statement) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of written notice from the managing underwriter pursuant to Section 2.2(b). Upon the written request of a any Stockholder or Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or StockholdersStockholder; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Stockholder.