Common use of Incidental Rights Clause in Contracts

Incidental Rights. If the Company at any time proposes to register, on any form which may be used for the registration of Registrable Securities other than Form S-4 or Form S-8 (or any successor or similar forms then in effect), any of its securities under the Securities Act (other than pursuant to Section 1), whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 2; such notice to be given to all such holders at least twenty (20) days prior to the filing of such proposed registration statement. Upon the written request of any such holder (a "Requesting Holder") made within fifteen (15) days after the giving of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders, to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. With respect to an underwritten offering, prior to the effective date of any registration statement filed in connection with a registration described in this Section 2, promptly upon notification to the Company from the managing underwriter of the price at which the Registrable Securities requested to be registered pursuant to this Section 2 are to be sold, the Company shall advise each Requesting Holder of such price, and if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement.

Incidental Rights. If the Company at any time after six months after the completion of an underwritten initial public offering by E-Wash on a firm commitment basis, E-Wash proposes to register, on any form which may be used for the registration of Registrable Securities its common stock, other than Form Forms S-4 or Form S-8 (or any successor or similar forms then in effect), any of its securities under the Securities Act of 1933, as amended (other than pursuant to Section 1the "Securities Act"), whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities common stock for sale to the public under the Securities Act, it E-Wash will each such time give written notice to all holders of Registrable Securities the Employee of its intention to do so and of such holders' Employee's rights under this Section 26; such notice to be given to all such holders Employee at least twenty (20) days prior to the initial filing of such proposed registration statement. Upon the written request of any such holder (a "Requesting Holder") the Employee made within fifteen (15) days after the giving of any such notice (which request shall specify the Registrable Securities number of shares intended to be disposed of by such holder the Employee and the intended method or methods of disposition thereof), the Company E-Wash will use its best reasonable efforts to effect the registration under the Securities Act of all Registrable Securities the "Registerable Amount" (as defined in 6(b) hereof) of Common Stock which the Company E-Wash has been so requested to register by the Requesting HoldersEmployee, to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities common stock so to be registered. With respect to an underwritten offering, prior to the effective date of any registration statement filed in connection with a registration described in this Section 2, promptly Promptly upon notification to the Company E-Wash from the managing underwriter of the price at which the Registrable Securities shares of common stock requested to be registered pursuant to this Section 2 6 are to be sold, the Company E-Wash shall advise each Requesting Holder the Employee of such price, and if such price is below the price which any Requesting Holder Employee shall have indicated to be acceptable to such Requesting Holderthe Employee, such Requesting Holder the Employee shall then have the right to withdraw its request to have its Registrable Securities shares included in such registration statement.

Incidental Rights. If the Company at any time proposes to register, file with the Securities and Exchange Commission (the "Commission") on any form which may be used for the registration its behalf and/or on behalf of Registrable Securities other than Form S-4 or Form S-8 (or any successor or similar forms then in effect), any of its securities 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 pursuant a Registration Statement on Form S-4 or S-8 or any successor form for securities to Section 1), whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, be offered in a manner which would permit registration transaction of Registrable Securities for sale the type referred to the public 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, as amended (the "Exchange Act")) of the Company, it will give written notice to all holders of Registrable Securities of its intention to do so and Warner at least sixty (60) days before the initial filing with the Commission of such holders' rights under this Section 2; such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be given registered by the Company and the intended price range if known. The notice shall offer to all include in such holders at least twenty filing the aggregate number of Shares as Warner may request. Warner shall advise the Company in writing within thirty (20) days prior to the filing of such proposed registration statement. Upon the written request of any such holder (a "Requesting Holder") made within fifteen (1530) days after the giving date of any receipt of such notice (offer from the Company, setting forth the amount of such Shares for which request registration is requested. The Company shall specify thereupon include in such filing the Registrable Securities intended number of Shares for which registration is so requested, subject to be disposed of by such holder the next sentence, and the intended method or methods of disposition thereof), the Company will shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities which such Shares. If the managing underwriter of a proposed public offering shall advise the Company has been so in writing that, in its opinion, the distribution of the Shares requested to register be included in the registration concurrently with the securities being registered by the Requesting HoldersCompany or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then Warner shall reduce the amount of securities he intended to distribute through such offering on a pro rata basis with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the extent necessary number of shares Warner requested to permit be registered divided by the disposition (in accordance with total number of shares requested to be registered which are subject to decrease pursuant to this sentence, multiplied by the intended methods thereof total number of such shares as aforesaid) of the Registrable Securities so managing underwriter approves to be registered. With respect to an underwritten offeringExcept as otherwise provided in Section 9(c), prior to the effective date of any registration statement filed in connection with a registration described in this Section 2, promptly upon notification to the Company from the managing underwriter of the price at which the Registrable Securities requested to be registered pursuant to this Section 2 are to be sold, the Company shall advise each Requesting Holder all expenses of such price, and if such price is below registration shall be borne by the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statementCompany.

Incidental Rights. If the Company at any time proposes to register, on any form which may be used for the registration of Registrable Securities other than Form S-4 or Form S-8 (or any successor or similar forms then in effect), any of its securities under the Securities Act (other than pursuant to Section 1), whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will each such time give written notice to all holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 2; such notice to be given to all such holders at least twenty (20) days prior to the filing of such proposed registration statement. Upon the written request of any such holder (a "Requesting Holder") made within fifteen (15) days after the giving of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders, to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. With respect to an underwritten offering, prior to the effective date of any registration statement filed in connection with a registration described in this Section 2, promptly upon notification to the Company from the managing underwriter of the price at which the Registrable Securities requested to be registered pursuant to this Section 2 are to be sold, the Company shall advise each Requesting Holder of such price, and if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement.

Incidental Rights. If the Company at any time or from time to time the Company proposes to register, on any form which may be used for file with the registration of Registrable United States Securities other than Form S-4 or Form S-8 and Exchange Commission (or any successor or similar forms then in effectthe "Commission"), any of its securities under the Securities Act (other than pursuant to Section 1), whether or not pursuant to a registration rights granted to other holders of its securities and whether or not statement for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 2; such notice to be given to all such holders at least twenty (20) days prior to the filing of such proposed registration statement. Upon the written request of any such holder (a "Requesting Holder") made within fifteen (15) days after the giving of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company will use its best efforts to effect the registration under the Securities Act of any shares of common stock of the Company for sale to the public by the Company or on behalf of stockholders of the Company, including any Stockholder, for cash (excluding any shares of common stock issuable by the Company upon the exercise of employee stock options or in connection with the merger or consolidation of the Company with one or more other corporations if the Company is the surviving corporation), the Company shall give all Registrable Securities Stockholders who then hold any Shares at least ten (10) days, but not more than ninety (90) days, prior written notice of the filing of the proposed registration statement. The notice shall include a list of the states and foreign jurisdictions, if any, in which the Company has been so requested intends to register qualify such shares and the stock exchange or service on which the Company proposes to list the common stock. Upon the written request of one or more of the Stockholders received by the Requesting HoldersCompany within twenty-one (21) days of the date the Company notified the Stockholders of its intention to file such registration statement, the Company shall, subject to the extent necessary to permit the disposition (conditions and in accordance with the intended methods thereof as aforesaidprocedures set forth in paragraphs (c) and (d) of this Section 1, and at its own expense as provided in Section 3 of this Agreement, use its best efforts to include in the Registrable Securities so coverage of such registration statement and to qualify for sale under the blue sky or securities laws of the various states, the number of Shares (herein called the "Specified Shares") held by and requested to be registered by such Stockholders; provided, that if the managing underwriter for the Company indicates in writing that the effect of including all or part of the Specified Shares in the coverage of such registration statement will materially and adversely affect the sale of the shares of common stock proposed to be sold by the Company (which statement of the managing underwriter shall also state the maximum number of shares of common stock (herein called the "Maximum Shares", if any, which can be sold by stockholders of the Company without materially adversely affecting the sale of the shares of common stock proposed to be sold by the Company), then each such Stockholder shall have the right, subject to the incidental registration rights existing as of the date hereof issued by the Company to Sirrom Capital Corporation and Xxxxx River Ventures, L.P. (as warrant holders or holders of convertible notes)(which the Company represents and warrants to the Stockholders are identical in all material respects and PARI PASSU to the rights herein), to include in such registration statement its respective pro rata portion of the Maximum Shares, determined by dividing the number of Shares held by such Stockholder by the total number of Shares held by all stockholders requesting their Shares to be registered. With In the event that: (i) any Stockholder (an "Overalloted Stockholder") requesting registration has requested registration of more shares than that Stockholder's pro rata portion of the Maximum Shares and (ii) any other Stockholder (an "Underalloted Stockholder") requesting such registration has requested registration of fewer shares than such Stockholder's pro rata portion of the Maximum Shares, then each Overalloted Stockholder shall have the right, subject to the rights of Sirrom Capital Corporation and Xxxxx River Ventures, L.P., to include in such registration statement its pro rata portion of the Maximum Shares with respect to an underwritten offeringwhich the Underalloted Stockholders shall not have requested registration, prior determined by dividing the number of shares of common stock held by such Overalloted Stockholder by the total number of shares of common stock owned by all stockholders requesting registration. Notwithstanding the foregoing, each of the Stockholders hereby agrees and acknowledges that it shall not exercise any of its rights hereunder in connection with the initial public offering of shares of common stock by the Company effected pursuant to the approved terms for an initial public offering adopted by at least 80% of the board of directors of the Company. Subject to the foregoing and without in any way limiting the types of registrations to which this paragraph (a) applies, if the Company at any time or from time to time effects any "shelf registrations" under Rule 415 promulgated under the Securities Act ("Rule 415"), or any other similar rule or regulation, then for each shelf registration effected by the Company, the Company shall take all necessary action, including, without limitation, the filing of post-effective date amendments, to permit the Stockholders to include their shares in such registrations in accordance with this paragraph (a), provided that the Company shall not be required to include any shares in such registration by post-effective amendment to the extent that the amount of such shares, when added to the number of shares of common stock theretofore or contemporaneously to be sold by the Company under such Registration Statement, would exceed the total number of shares of common stock registered thereunder. Other than as provided in this Agreement, in no event shall the Company be required to amend any registration statement filed pursuant to this Section 1(a) after it has become effective or to amend or supplement any prospectus to permit the continued disposition of Shares registered under any registration except in connection with a registration described statement complying with Rule 415. The Stockholders agree not to sell under a registration statement complying with Rule 415 during any period in this Section 2, promptly upon notification to which the Company from the managing underwriter of the price at which the Registrable Securities requested to be registered pursuant to this Section 2 are to be sold, the is engaged in a stock repurchase program. The Company shall advise each Requesting Holder of such price, and if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, such Requesting Holder shall then have the right to withdraw its request select any underwriters, including the managing underwriter, of any public offering of shares of common stock subject to have its Registrable Securities included the provisions of this paragraph (a). Nothing in this paragraph (a) shall create any liability on the part of the Company to any Stockholder if the Company for any reason should decide not to file such a registration statement.

Incidental Rights. If the Company at any time proposes to register, file with the Securities and Exchange Commission (the "Commission") on any form which may be used for the registration its behalf and/or on behalf of Registrable Securities other than Form S-4 or Form S-8 (or any successor or similar forms then in effect), any of its securities 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 pursuant a Registration Statement on Form S-4 or 5-8 or any successor form for securities to Section 1), whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, be offered in a manner which would permit registration transaction of Registrable Securities for sale the type referred to the public 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, as amended (the "Exchange Act")) of the Company, it will give written notice to all holders of Registrable Securities of its intention to do so and Warner at least sixty (60) days before the initial filing with the Commission of such holders' rights under this Section 2; such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be given registered by the Company and the intended price range if known. The notice shall offer to all include in such holders at least twenty filing the aggregate number of Shares as Warner may request. Warner shall advise the Company in writing within thirty (20) days prior to the filing of such proposed registration statement. Upon the written request of any such holder (a "Requesting Holder") made within fifteen (1530) days after the giving date of any receipt of such notice (offer from the Company, setting forth the amount of such Shares for which request registration is requested. The Company shall specify thereupon include in such filing the Registrable Securities intended number of Shares for which registration is so requested, subject to be disposed of by such holder the next sentence, and the intended method or methods of disposition thereof), the Company will shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities which such Shares. If the managing underwriter of a proposed public offering shall advise the Company has been so in writing that, in its opinion, the distribution of the Shares requested to register be included in the registration concurrently with the securities being registered by the Requesting HoldersCompany or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then Warner shall reduce the amount of securities he intended to distribute through such offering on a pro rata basis with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the extent necessary number of shares Warner requested to permit be registered divided by the disposition (in accordance with total number of shares requested to be registered which are subject to decrease pursuant to this sentence, multiplied by the intended methods thereof total number of such shares as aforesaid) of the Registrable Securities so managing underwriter approves to be registered. With respect to an underwritten offeringExcept as otherwise provided in Section 9(c), prior to the effective date of any registration statement filed in connection with a registration described in this Section 2, promptly upon notification to the Company from the managing underwriter of the price at which the Registrable Securities requested to be registered pursuant to this Section 2 are to be sold, the Company shall advise each Requesting Holder all expenses of such price, and if such price is below registration shall be borne by the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statementCompany.

Incidental Rights. If the Company at any time proposes to ----------------- register, on any form which may be used for the registration of Registrable Securities other than Form S-4 or Form S-8 (or any successor or similar forms then in effect), any of its securities under the Securities Act (other than pursuant to Section 1), whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will each such time give written notice to all holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 2; such notice to be given to all such holders at least twenty (20) days prior to the filing of such proposed registration statement. Upon the written request of any such holder (a "Requesting Holder") made within fifteen (15) days after the giving of any such ----------------- notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders, to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. With respect to an underwritten offering, prior to the effective date of any registration statement filed in connection with a registration described in this Section 2, promptly upon notification to the Company from the managing underwriter of the price at which the Registrable Securities requested to be registered pursuant to this Section 2 are to be sold, the Company shall advise each Requesting Holder of such price, and if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement.

Incidental Rights. If the Company at any time proposes to register, on any form which may be used for the registration of Registrable Securities other than Form S-4 or Form S-8 (or any successor or similar forms then in effect), any of its securities under the Securities Act (other than pursuant to Section 1), whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will each such time give written notice to all holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 2; such notice to be given to all such holders at least twenty (20) days prior to the filing of such proposed registration statement. Upon the written request of any such holder (a "Requesting Holder") made within fifteen (15) days after the giving of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders, to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. With respect to an underwritten offering, prior to the effective date of any registration statement filed in connection with a registration described in this Section 2, promptly upon notification to the Company from the managing underwriter of the price at which the Registrable Securities requested to be registered pursuant to this Section 2 are to be sold, the Company shall advise each Requesting Holder of such price, and if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement. Notwithstanding anything stated in this Section to the contrary, no holder of Merging Purchaser Registrable Securities may include such securities in any registration made at the request of a Merging Purchaser Initiating Holder prior to the first anniversary of the date hereof if such inclusion would result in the registration of more than 50% of the Merging Purchaser Registrable Securities.

Incidental Rights. If the Company at any time proposes to register, file with the Securities and Exchange Commission (the "Commission") on any form which may be used for the registration its behalf and/or on behalf of Registrable Securities other than Form S-4 or Form S-8 (or any successor or similar forms then in effect), any of its securities 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 pursuant a Registration Statement on Form S-4 or S-8 or any successor form for securities to Section 1), whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, be offered in a manner which would permit registration transaction of Registrable Securities for sale the type referred to the public 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, as amended (the "Exchange Act")) of the Company, it will give written notice to all holders of Registrable Securities of its intention to do so and Fowlxx xx least sixty (60) days before the initial filing with the Commission of such holders' rights under this Section 2; such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be given registered by the Company and the intended price range if known. The notice shall offer to all include in such holders at least twenty filing the aggregate number of Shares as Fowlxx xxx request. Fowlxx xxxll advise the Company in writing within thirty (20) days prior to the filing of such proposed registration statement. Upon the written request of any such holder (a "Requesting Holder") made within fifteen (1530) days after the giving date of any receipt of such notice (offer from the Company, setting forth the amount of such Shares for which request registration is requested. The Company shall specify thereupon include in such filing the Registrable Securities intended number of Shares for which registration is so requested, subject to be disposed of by such holder the next sentence, and the intended method or methods of disposition thereof), the Company will shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities which such Shares. If the managing underwriter of a proposed public offering shall advise the Company has been so in writing that, in its opinion, the distribution of the Shares requested to register be included in the registration concurrently with the securities being registered by the Requesting HoldersCompany or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then Fowlxx xxxll reduce the amount of securities he intended to distribute through such offering on a pro rata basis with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the extent necessary number of shares Fowlxx xxxuested to permit be registered divided by the disposition (in accordance with total number of shares requested to be registered which are subject to decrease pursuant to this sentence, multiplied by the intended methods thereof total number of such shares as aforesaid) of the Registrable Securities so managing underwriter approves to be registered. With respect to an underwritten offeringExcept as otherwise provided in Section 9(c), prior to the effective date of any registration statement filed in connection with a registration described in this Section 2, promptly upon notification to the Company from the managing underwriter of the price at which the Registrable Securities requested to be registered pursuant to this Section 2 are to be sold, the Company shall advise each Requesting Holder all expenses of such price, and if such price is below registration shall be borne by the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statementCompany.