Common use of Incidental Rights Clause in Contracts

Incidental Rights. If at any time or from time to time the Company proposes to file with the Securities and Exchange Commission (the "Commission") a registration statement (other than a registration statement on Form S-8 covering solely an employee benefit plan or a registration statement on Form S-3 covering solely offers pursuant to a dividend or interest reinvestment plan) for the registration under the Securities Act of 1933, as amended (the "Securities Act") of any shares of Common Stock for sale to the public by the Company or on behalf of a stockholder of the Company for cash (excluding 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), the Company shall give the Stockholder and Xxxxxx Financial, Inc. ("Xxxxxx") so long as Xxxxxx has Xxxxxx Registration Rights as later defined, at least 30 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 intends to qualify such shares, the number of shares so proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such shares, any proposed managing underwriter or underwriters, and a good faith estimate by the Company or managing underwriter of the maximum offering price thereof, as such price is proposed to appear on the facing page of such registration statement. On written request of the Stockholder (and Xxxxxx, if applicable) received by the Company within 15 days after the date of the Company's delivery of its notice of intention, the Company shall, subject to the conditions and in accordance with the procedures set forth in Sections

Incidental Rights. (a) If at any time or from time to time the Company proposes to file with the Securities and Exchange Commission (the "Commission") SEC a registration statement (other than a registration statement whether on Form S-8 covering solely an employee benefit plan S-0, X-0, or a registration statement on Form S-3 covering solely offers pursuant to a dividend S-3, or interest reinvestment planany equivalent form then in effect) for the registration under the Securities Act of 1933any Subject Securities for sale, as amended (the "Securities Act") of any shares of Common Stock for sale cash consideration, to the public by the Company or on behalf of a stockholder one or more securityholders of the Company (including in connection with a demand registration exercised pursuant to Section 2.2 but excluding any sale of securities upon conversion into or exchange or exercise for cash (excluding shares of Common Stock, and any shares of Common Stock issuable by the Company upon the exercise of employee stock options options, or to any employee stock ownership plan, or in connection with any acquisition made by the Company, any securities exchange offer, any registration of securities originally placed pursuant to Rule 144A under the Securities Act, dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any amalgamation, merger or consolidation of the Company or any direct or indirect subsidiary of the Company with one or more other corporationscorporations if the Company is the surviving corporation), the Company shall give each Shareholder (other than an Exercising Shareholder in the Stockholder and Xxxxxx Financial, Inc. ("Xxxxxx"event of a registration pursuant to Section 2.2) so long as Xxxxxx has Xxxxxx Registration Rights as later defined, at least 30 20 days' ’ prior written notice of the proposed filing (or if 20 days’ notice is not practicable, a reasonable shorter period to be not less than 7 days), which notice shall outline the nature of the proposed registration statement. The notice shall include a list of distribution and the states and foreign jurisdictions, if any, jurisdictions in the United States in which the Company intends proposes to qualify and offer such shares, securities (the number of shares so proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such shares, any proposed managing underwriter or underwriters, and a good faith estimate by the Company or managing underwriter of the maximum offering price thereof, as such price is proposed to appear on the facing page of such registration statement“Elected Jurisdictions”). On the written request of the Stockholder a Shareholder (and Xxxxxx, if applicablean “Electing Shareholder”) received by the Company within 15 days after the date of the Company's ’s delivery to such Shareholder of its the notice of intentionintended registration (which request shall specify the Registrable Securities sought to be disposed by such Electing Shareholder and the intended method or methods by which dispositions are intended to be made), the Company shall, under the terms and subject to the conditions of this Article II, at its own expense as provided in Section 4.2, include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the “Specified Securities”) held by each such Electing Shareholder or into which such Registrable Securities are convertible, as the case may be, and which each such Electing Shareholder has so requested to be registered or qualified for distribution, to the extent required to permit the distribution (in accordance with the procedures set forth intended method or methods thereof as aforesaid) in Sectionsthe Elected Jurisdictions requested by each such Electing Shareholder of such Registrable Securities.

Incidental Rights. (a) If at any time or from time to time (but subject to the limitations on sales of Registrable Securities in the Investor Agreement) the Company proposes to file with the Securities and Exchange Commission (the "Commission") SEC a registration statement (other than a registration statement whether on Form S-8 covering solely an employee benefit plan S-1, X-0, xx S-3, or a registration statement on Form S-3 covering solely offers pursuant to a dividend or interest reinvestment planany equivalent form then in effect) for the registration under the Securities Act of 1933any Subject Securities for sale, as amended (the "Securities Act") of any shares of Common Stock for sale cash consideration, to the public by the Company or on behalf of a stockholder one or more securityholders of the Company for cash (excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by the Company upon the exercise of employee stock options options, or to any employee stock ownership plan, or in connection with any acquisition made by the Company, any securities exchange offer, dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any amalgamation, merger or consolidation of the Company or any direct or indirect subsidiary of the Company with one or more other corporationscorporations if the Company is the surviving corporation), the Company shall give the Stockholder and Xxxxxx Financial, Inc. ("Xxxxxx") so long as Xxxxxx has Xxxxxx Registration Rights as later defined, Shareholder at least 30 20 days' prior written notice of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be not less than 7 days), which notice shall outline the nature of the proposed registration statement. The notice shall include a list of distribution and the states and foreign jurisdictions, if any, jurisdictions in the United States in which the Company intends proposes to qualify and offer such shares, securities (the number of shares so proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such shares, any proposed managing underwriter or underwriters, and a good faith estimate by the Company or managing underwriter of the maximum offering price thereof, as such price is proposed to appear on the facing page of such registration statement"Elected Jurisdictions"). On the written request of the Stockholder (and Xxxxxx, if applicable) Shareholder received by the Company within 15 days after the date of the Company's delivery to Shareholder of its the notice of intentionintended registration (which request shall specify the Registrable Securities sought to be disposed by Shareholder and the intended method or methods by which dispositions are intended to be made), the Company shall, under the terms and subject to the conditions of this Article II, at its own expense as provided in Section 4.1, include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the "Specified Securities") held by Shareholder or into which the Registrable Securities are convertible, as the case may be, and which Shareholder has so requested to be registered or qualified for distribution, to the extent required to permit the distribution (in accordance with the procedures set forth intended method or methods thereof as aforesaid) in Sectionsthe Elected Jurisdictions requested by Shareholder of such Registrable Securities.

Incidental Rights. If at any time or from time to time the Company proposes to file with the Securities and Exchange Commission (the "Commission") a registration statement (other than a registration statement on Form S-8 covering solely an employee benefit plan or a registration statement on Form S-3 covering solely offers pursuant to a dividend or interest reinvestment plan) for the registration under the Securities Act of 1933, as amended (the "Securities Act") of any shares of Common Stock for sale to the public by the Company or on behalf of a stockholder of the Company for cash (excluding 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), the Company shall give the Stockholder and Xxxxxx Financial, Inc. ("Xxxxxx") so long as Xxxxxx has Xxxxxx Registration Rights as later defined, at least 30 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 intends to qualify such shares, the number of shares so proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such shares, any proposed managing underwriter or underwriters, and a good faith estimate by the Company or managing underwriter of the maximum offering price thereof, as such price is proposed to appear on the facing page of such registration statement. On written request of the Stockholder (and Xxxxxx, if applicable) received by the Company within 15 days after the date of the Company's delivery of its notice of intention, the Company shall, subject to the conditions and in accordance with the procedures set forth in SectionsSections 1 1(c) and 1(d), and at its own expense as provided in Section 3, include in the coverage of such registration statement and qualify for sale under the blue sky or securities laws of the various states, the aggregate number of Shares proposed to be registered (the "Registrable Shares"). Notwithstanding any other provision in this Section 1(a), if in connection with an underwritten offering the managing underwriter (which shall be a nationally recognized independent investment banking firm or such firm as the parties shall mutually agree) for the Company indicates its reasonable belief in writing that the effect of including all or part of the Registrable Shares in such underwritten offering will materially and adversely affect the sale of the Registrable Shares (which statement of the managing underwriter shall also state the maximum number of shares (the "Maximum Shares"), if any, which can be sold without materially adversely affecting the sale of the Registrable Shares), then the number of Registrable Shares to be included in the offering shall be reduced to the Maximum Shares and such Maximum Shares shall be allocated (i) first, to the Company; and (ii) second, between the Stockholder and Xxxxxx, in proportion, as nearly as practicable, as such Person's Registrable Shares bears to the aggregate number of Registrable Shares. If the managing underwriter has not limited the number of Shares to be underwritten, the Company and other holders of the Company's securities, in addition to Xxxxxx, may include securities for its (or their) own account in such registration if (A) the managing underwriter so agrees and (B) the number of shares which would otherwise have been included in such registration and underwriting will not thereby be limited and (C) such other securities are then registrable on Form S-3. No registration statement effected under this Section 1(a) shall release the Company of its obligations to file registration statements on behalf of Stockholder under Section 1(b). Notwithstanding any request for inclusion in any registration statement under this Section 1(a), the Stockholder may elect to reduce or withdraw its request for inclusion of its Shares at any time prior to execution of the underwriting agreement with respect thereto by the Stockholder. The Company shall have the right to select all underwriters, including the managing underwriter, of all public offerings of shares of Common Stock subject to the provisions of this Section 1(a). The Stockholder shall enter into (together with the Company) an underwriting agreement with the underwriter or underwriters, provided that such underwriting agreement is in a customary form and is reasonably acceptable to the Stockholder. Nothing in this Section 1(a) shall create any liability on the part of the Company to the Stockholder if the Company for any reason decides not to file such a registration statement. (b)

Incidental Rights. If at any time or from time to time the Company proposes to file with the Securities and Exchange Commission (the "Commission") a registration statement (other than a registration statement on Form S-8 covering solely an employee benefit plan or a registration statement on Form S-3 covering solely offers pursuant to a dividend or interest reinvestment plan) for the registration under the Securities Act of 1933, as amended (the "Securities Act") of any shares of Common Stock for sale to the public by the Company or on behalf of a stockholder of the Company for cash (excluding 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), the Company shall give the Stockholder and Xxxxxx FinancialHellxx Xxxancial, Inc. ("XxxxxxHellxx") so xo long as Xxxxxx has Xxxxxx Registration Hellxx xxx Hellxx Xxxistration Rights as later defined, at least 30 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 intends to qualify such shares, the number of shares so proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such shares, any proposed managing underwriter or underwriters, and a good faith estimate by the Company or managing underwriter of the maximum offering price thereof, as such price is proposed to appear on the facing page of such registration statement. On written request of the Stockholder (and XxxxxxHellxx, if xx applicable) received by the Company within 15 days after the date of the Company's delivery of its notice of intention, the Company shall, subject to the conditions and in accordance with the procedures set forth in SectionsSections 1(c) and 1(d), and at its own expense as provided in Section 3, include in the coverage of such 2 registration statement and qualify for sale under the blue sky or securities laws of the various states, the aggregate number of Shares proposed to be registered (the "Registrable Shares"). Notwithstanding any other provision in this Section 1(a), if in connection with an underwritten offering the managing underwriter (which shall be a nationally recognized independent investment banking firm or such firm as the parties shall mutually agree) for the Company indicates its reasonable belief in writing that the effect of including all or part of the Registrable Shares in such underwritten offering will materially and adversely affect the sale of the Registrable Shares (which statement of the managing underwriter shall also state the maximum number of shares (the "Maximum Shares"), if any, which can be sold without materially adversely affecting the sale of the Registrable Shares), then the number of Registrable Shares to be included in the offering shall be reduced to the Maximum Shares and such Maximum Shares shall be allocated (i) first, to the Company; and (ii) second, between the Stockholder and Hellxx, xx proportion, as nearly as practicable, as such Person's Registrable Shares bears to the aggregate number of Registrable Shares. If the managing underwriter has not limited the number of Shares to be underwritten, the Company and other holders of the Company's securities, in addition to Hellxx, xxy include securities for its (or their) own account in such registration if (A) the managing underwriter so agrees and (B) the number of shares which would otherwise have been included in such registration and underwriting will not thereby be limited and (C) such other securities are then registrable on Form S-3. No registration statement effected under this Section 1(a) shall release the Company of its obligations to file registration statements on behalf of Stockholder under Section 1(b). Notwithstanding any request for inclusion in any registration statement under this Section 1(a), the Stockholder may elect to reduce or withdraw its request for inclusion of its Shares at any time prior to execution of the underwriting agreement with respect thereto by the Stockholder. The Company shall have the right to select all underwriters, including the managing underwriter, of all public offerings of shares of Common Stock subject to the provisions of this Section 1(a). The Stockholder shall enter into (together with the Company) an underwriting agreement with the underwriter or underwriters, provided that such underwriting agreement is in a customary form and is reasonably acceptable to the Stockholder. Nothing in this Section 1(a) shall create any liability on the part of the Company to the Stockholder if the Company for any reason decides not to file such a registration statement.

Incidental Rights. If at any time or from time to time the Company proposes to file with the Securities and Exchange Commission (the "Commission") a registration statement (other than a registration statement on Form S-8 covering solely an employee benefit plan or a registration statement on Form S-3 covering solely offers pursuant to a dividend or interest reinvestment plan) for the registration under the Securities Act of 1933, as amended (the "Securities Act") of any shares of Common Stock for sale to the public by the Company or on behalf of a stockholder of the Company for cash (excluding 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), the Company shall give the Stockholder and Xxxxxx Heller Financial, Inc. ("XxxxxxHeller") so long as Xxxxxx Heller has Xxxxxx Registration Heller Xxxxxtration Rights (as later definedxxxxxed), at least 30 days00 xxxs' prior written prxxx xxitten 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 intends to qualify such shares, the number of shares so proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such shares, any proposed managing underwriter or underwriters, and a good faith estimate by the Company or managing underwriter of the maximum offering price thereof, as such price is proposed to appear on the facing page of such registration statement. On Upon written request of the Stockholder (and XxxxxxHeller, if applicable) received by the Company within 15 days after the date xxx xate of the Company's delivery of its notice of intention, the Company shall, subject to the conditions and in accordance with the procedures set forth in SectionsSections 1(c) and 1(d), and at its own expense as provided in Section 3, include in the coverage of such registration statement and qualify for sale under the blue sky or securities laws of the various states, the aggregate number of Shares proposed to be registered (the "Registrable Shares"). Notwithstanding any other provision in this Section 1(a), if in connection with an underwritten offering the managing underwriter (which shall be a nationally recognized independent investment banking firm or such firm as the parties shall mutually agree) for the Company indicates its reasonable belief in writing that the effect of including all or part of the Registrable Shares in such underwritten offering will materially and adversely affect the sale of the Registrable Shares (which statement of the managing underwriter shall also state the maximum number of shares (the "Maximum Shares"), if any, which can be sold without materially adversely affecting the sale of the Registrable Shares), then the number of Registrable Shares to be included in the offering shall be reduced to the Maximum Shares and such Maximum Shares shall be allocated (i) first, to the Company or other party at whose request the registration statement is being filed; and (ii) second, between the Stockholder and Heller, in proportion, as nearly as practicable, as such Person's Rxxxxxxable Shares bears to the aggregate number of Registrable Shares. If the managing underwriter has not limited the number of Shares to be underwritten, the Company and other holders of the Company's securities, in addition to Heller, may include securities for its (or their) own account in suxx xxxistration if (i) the managing underwriter so agrees and (ii) the number of shares which would otherwise have been included in such registration and underwriting will not thereby be limited. No registration statement effected under this Section 1(a) shall release the Company of its obligations to file registration statements on behalf of the Stockholder under Section 1(b). Notwithstanding any request for inclusion in any registration statement under this Section 1(a), the Stockholder may elect to reduce or withdraw its request for inclusion of its Shares at any time prior to execution of the underwriting agreement with respect thereto by the Stockholder. The Company shall have the right to select all underwriters, including the managing underwriter, of all public offerings of shares of Common Stock subject to the provisions of this Section 1(a), unless such registration statement is being filed pursuant to registration of a third party, in which case the agreement governing such registration statement shall govern the selection of underwriters. The Stockholder shall enter into (together with the Company and any other holder including shares in such registration statement) an underwriting agreement with the underwriter or underwriters, provided that such underwriting agreement is in a customary form and is reasonably acceptable to the Stockholder. Nothing in this Section 1(a) shall create any liability on the part of the Company to the Stockholder if the Company for any reason decides not to file such a registration statement.