Common use of Inclusion in Registration Clause in Contracts

Inclusion in Registration. If at any time on or after the first anniversary of the date hereof, the Company shall determine to register any of its equity Securities either for its own account or for the account of any Other Stockholder in any public offering solely for cash, other than a registration relating solely to employee benefit plans, or a registration relating solely to a Rule 145 transaction under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will: (1) promptly give to each of the Holders a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such Securities under the applicable blue sky or other state securities laws); and (2) include in such Registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by the Holders within fifteen (15) days after mailing of the written notice from the Company described in Section 2(b)(i)(1) above, except as set forth in Section 2(b)(ii) below. Such written request may specify to include in such Registration all or a part of the Holders’ respective Registrable Securities. In the event any Holder requests inclusion in a Registration pursuant to this Section 2(b) in connection with a distribution of Registrable Securities to its partners or members, the Registration shall provide for the resale by such partners or members, if requested by such Holder. Notwithstanding the foregoing, the Company shall have the right to terminate or withdraw any Registration initiated by it under this Section 2(b) prior to effectiveness of such Registration whether or not any Holder has elected to include Securities in such Registration.

Inclusion in Registration. If at any time on or after the first anniversary of the date hereof, the Company Issuer shall determine to register any of its equity Securities securities either for its own account or for the account of any Other Stockholder in any public offering solely for cashother security holder, other than a registration relating solely to employee benefit plans, or a registration relating solely to a Securities and Exchange Commission (“SEC”) Rule 145 transaction under the Securities Acttransaction, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable SecuritiesSecurities (an “Eligible Registration”), the Company Issuer will: (1i) promptly give to each of the Holders Seller Representative a written notice thereof (which shall include a list of the jurisdictions (which shall include Virginia, Illinois and New York) in which the Company Issuer intends to attempt to qualify such Securities securities under the applicable blue sky or other state securities laws), which notice shall thereupon be delivered by the Seller Representative to the Holders; and (2ii) include in such Registration registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by the Holders a Holder within fifteen (15) days after mailing receipt of the written notice by the Seller Representative from the Company Issuer described in Section 2(b)(i)(1clause (i) above, except as set forth otherwise provided in Section 2(b)(ii2(c) below. Such A written request may specify be made by a Holder to include in such Registration the Seller Representative which shall thereupon be delivered to the Issuer if it specifies all or a part of the Holders’ respective such Holder’s Registrable Securities. In the event any Holder requests Securities for inclusion in a Registration pursuant to this Section 2(b) in connection with a distribution of Registrable Securities to its partners or members, the Registration shall provide for the resale by such partners or members, if requested by such Holder. Notwithstanding the foregoing, the Company shall have the right to terminate or withdraw any Registration initiated by it under this Section 2(b) prior to effectiveness of such Registration whether or not any Holder has elected to include Securities in such Registrationregistration.

Inclusion in Registration. If at any time on or after the first anniversary of the date hereof, the Company Corporation shall determine after ------------------------- the Qualified Public Offering to register any of its equity Securities securities either for its own account or for the account of any Other Stockholder in any public offering solely for casha security holder or holders exercising their respective demand registration rights, other than a registration relating solely to employee benefit plans, or a registration relating solely to a transaction specified in Rule 145 transaction promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company Corporation will: (1i) promptly give to each of the Holders a written notice thereof (which shall include a list of the jurisdictions in which the Company Corporation intends to attempt to qualify such Securities securities under the applicable blue sky or other state securities laws); and (2ii) include in such Registration registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by the Holders within fifteen (15) days after mailing receipt of the written notice from the Company Corporation described in Section 2(b)(i)(1clause (i) above, except as set forth in Section 2(b)(ii9.3(b) below. Such written request may specify to include in such Registration all or a part of the Holders’ respective ' Registrable Securities. In The Corporation shall not be required to include any Registrable Securities in any registration unless the event any Holder requests inclusion furnishes to the Corporation in a Registration pursuant writing such information with respect to this Section 2(b) in connection with a the Holder and the distribution of such Registrable Securities as the Corporation may from time to its partners or members, the Registration shall provide for the resale by such partners or members, if requested by such Holder. Notwithstanding the foregoing, the Company shall have the right to terminate or withdraw any Registration initiated by it under this Section 2(b) prior to effectiveness of such Registration whether or not any Holder has elected to include Securities time reasonably request in such Registrationwriting.