Common use of Limitations on Incidental Registrations Clause in Contracts

Limitations on Incidental Registrations. Notwithstanding anything contained herein to the contrary, the obligations of the Company to cause Registrable Securities to be registered pursuant to Section 2.2 are subject to each of the following limitations, conditions and qualifications: (i) The Company shall not be required to give notice or include Registrable Securities in any registration pursuant to Section 2.2 if the proposed registration is primarily: (A) a registration of a stock option, thrift, employee benefit or compensation plan or of securities issued or issuable pursuant to any such plan; (B) a registration of securities proposed to be issued in connection with a dividend reinvestment and stock purchase plan or customer stock purchase plan; (C) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another corporation or other entity; or (D) a registration of securities which is solely a combination of any of the above. (ii) If the Company is advised in writing by the managing underwriter (or its investment banking firm if the offering is not underwritten) that the inclusion of Registrable Securities may, in the opinion of such underwriter or investment banking firm, as the case may be, interfere with the orderly sale and distribution of the securities proposed to be offered by the Company or adversely affect the price at which such securities may be sold, the number of shares of Registrable Securities to be included in the offering shall be reduced or eliminated to the extent necessary as shall be reasonably determined by such underwriter or investment banker, as the case may be, in good faith. (iii) In the event the Holders request registration pursuant to Section 2.2 and the related offering is to be underwritten, the Holders will enter into an underwriting agreement containing representations, warranties and agreements consistent with those customarily made by an issuer and a selling shareholder in underwriting agreements with respect to secondary distributions. (iv) The Company may, in its sole discretion, without the consent of the Holders and without liability to any Holder for such action, withdraw such registration statement and abandon the proposed offering in which the Holder had requested to participate at any time. (v) The Holders of Registrable Securities may exercise Piggyback Registrations pursuant to Section 2.2 so long as such Holders continue to hold Registrable Securities.

Limitations on Incidental Registrations. Notwithstanding anything contained herein to the contrary, the obligations of the Company to cause Registrable Securities to be registered pursuant to Section 2.2 are subject to each of the following limitations, conditions and qualifications: (i) The Company shall not be required to give notice or include Registrable Securities in any registration pursuant to Section 2.2 if the proposed registration is the Company's registration statement for its initial public offering currently on file with the SEC or is primarily: (A) a registration of a stock option, thrift, employee benefit or compensation plan or of securities issued or issuable pursuant to any such plan; (B) a registration of securities proposed to be issued in connection with a dividend reinvestment and stock purchase plan or customer stock purchase plan; (C) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another corporation or other entity; or (D) a registration of securities which is solely a combination of any of the above. (ii) If the Company is advised in writing by the managing underwriter (or its investment banking firm if the offering is not underwritten) that the inclusion of Registrable Securities may, in the opinion of such underwriter or investment banking firm, as the case may be, interfere with the orderly sale and distribution of the securities proposed to be offered by the Company or adversely affect the price at which such securities may be sold, the number of shares of Registrable Securities to be included in the offering shall be reduced or eliminated to the extent necessary as shall be reasonably determined by such underwriter or investment banker, as the case may be, in good faith. (iii) In the event the Holders request registration pursuant to Section 2.2 and the related offering is to be underwritten, the Holders will enter into an underwriting agreement containing representations, warranties and agreements consistent with those customarily made by an issuer and a selling shareholder in underwriting agreements with respect to secondary distributions. (iv) The Company may, in its sole discretion, without the consent of the Holders and without liability to any Holder for such action, withdraw such registration statement and abandon the proposed offering in which the Holder had requested to participate at any time. (v) The Holders of Registrable Securities may exercise Piggyback Registrations pursuant to Section 2.2 so long as such Holders continue to hold Registrable Securities.

Limitations on Incidental Registrations. Notwithstanding anything contained herein to the contrary, the The obligations of the Company to cause Registrable Securities to be registered pursuant to this Section 2.2 12.A are subject to each of the following limitations, conditions and qualifications: (ia) The Company shall not be required to give notice or include Registrable Securities in any registration pursuant to Section 2.2 if the proposed registration is primarily: (A) a registration of a stock option, thrift, employee benefit or compensation plan or of securities issued or issuable pursuant to any such plan; (B) a registration of securities proposed to be issued in connection with a dividend reinvestment and stock purchase plan or customer stock purchase plan; (C) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another corporation or other entity; or (D) a registration of securities to be offered by the Company to its then existing security holders; or (E) a registration of securities which is solely a combination of any of the above. (iib) If the Company is advised in writing by the managing underwriter (or its investment banking firm if the offering is not underwritten) , that the inclusion of Registrable Securities may, in the opinion of such underwriter or investment banking firm, as the case may be, interfere with materially adversely affect the orderly sale and distribution successful marketing of the securities proposed to be offered by the Company or adversely affect the price at which such securities may be soldCompany, the number of shares of Registrable Securities to be included in the offering shall be reduced or eliminated to the extent necessary as shall be reasonably determined by such underwriter or investment banker, as the case may be, in good faith; provided that as to the Participating Holders, such reduction shall be pro rata with respect to all securities to be sold by persons other than the Company; and, provided, further, that in such event, the Participating Holders shall have the right to withdraw their requests to participate in the offering. (iii) In the event the Holders request registration pursuant to Section 2.2 and the related offering is to be underwritten, the Holders will enter into an underwriting agreement containing representations, warranties and agreements consistent with those customarily made by an issuer and a selling shareholder in underwriting agreements with respect to secondary distributions. (ivc) The Company may, in its sole discretion, discretion and without the consent of the Holders and without liability or prior notice to any Holder for such actionParticipating Holder, withdraw such registration statement and abandon the proposed offering in which the Participating Holder had requested to participate at any time. (v) The Holders of Registrable Securities may exercise Piggyback Registrations pursuant to Section 2.2 so long as such Holders continue to hold Registrable Securities.

Limitations on Incidental Registrations. Notwithstanding anything contained herein to the contrary, the obligations of the Company to cause Registrable Securities to be registered pursuant to Section 2.2 2(d) are subject to each of the following limitations, conditions and qualifications: (i) The Company shall not be required to give notice or include Registrable Securities in any registration pursuant to Section 2.2 2(d) if the proposed registration is primarily: (A) a registration of a stock option, thrift, employee benefit or compensation plan or of securities issued or issuable pursuant to any such plan; (B) a registration of securities proposed to be issued in connection with a dividend reinvestment and stock purchase plan or customer stock purchase plan; (C) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another corporation or other entity; or (D) a registration of securities which is solely a combination of any of the above. (ii) If the Company is advised in writing by the managing underwriter (or its investment banking firm if the offering is not underwritten) that the inclusion of Registrable Securities may, in the opinion of such underwriter or investment banking firm, as the case may be, interfere with the orderly sale and distribution of the securities proposed to be offered by the Company or adversely affect the price at which such securities may be sold, the number of shares of Registrable Securities to be included in the offering shall be reduced or eliminated to the extent necessary as shall be reasonably determined by such underwriter or investment banker, as the case may be, in good faith. (iii) In the event the Holders request registration pursuant to Section 2.2 2(d) and the related offering is to be underwritten, the Holders will enter into an underwriting agreement containing representations, warranties and agreements consistent with not substantially different from those customarily made by an issuer and a selling shareholder in underwriting agreements with respect to secondary distributions; provided, however, that in the event the managing underwriter requires the Holders to agree to a lockup restricting their ability to sell their Registrable Securities, despite the best efforts of the Company to exclude the Registrable Securities from such lockup, the Company will grant to each holder of the Warrants one additional ten year Warrant (an "Additional Warrant") for every ten Warrants held by a holder (a total of 80,000 Additional Warrants), and such Additional Warrants will be considered Registrable Securities for purposes of this Registration Agreement. (iv) The Company may, in its sole discretion, without the consent of the Holders and without liability to any Holder for such action, withdraw such registration statement and abandon the proposed offering in which the Holder had requested to participate at any time. (v) The Holders of Registrable Securities may exercise Piggyback Registrations Company shall only be required to effect one Incidental Registration pursuant to Section 2.2 so long as such Holders continue to hold Registrable Securities2(d).

Limitations on Incidental Registrations. Notwithstanding anything contained herein to the contrary, the obligations of the Company to cause Registrable Securities to be registered pursuant to Section 2.2 2(d) are subject to each of the following limitations, conditions and qualifications: (i) The Company shall not be required to give notice or include Registrable Securities in any registration pursuant to Section 2.2 2(d) if the proposed registration is primarily: (A) a registration of a stock option, thrift, employee benefit or compensation plan or of securities issued or issuable pursuant to any such plan; (B) a registration of securities proposed to be issued in connection with a dividend reinvestment and stock purchase plan or customer stock purchase plan; (C) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another corporation or other entity; or (D) a registration of securities which is solely a combination of any of the above. (ii) If the Company is advised in writing by the managing underwriter (or its investment banking firm if the offering is not underwritten) that the inclusion of Registrable Securities may, in the opinion of such underwriter or investment banking firm, as the case may be, interfere with the orderly sale and distribution of the securities proposed to be offered by the Company or adversely affect the price at which such securities may be sold, the number of shares of Registrable Securities to be included in the offering shall be reduced or eliminated to the extent necessary as shall be reasonably determined by such underwriter or investment banker, as the case may be, in good faith. (iii) In the event the Holders request registration pursuant to Section 2.2 2(d) and the related offering is to be underwritten, the Holders will enter into an underwriting agreement containing representations, warranties and agreements consistent with not substantially different from those customarily made by an issuer and a selling shareholder in underwriting agreements with respect to secondary distributions. (iv) The Company may, in its sole discretion, without the consent of the Holders and without liability to any Holder for such action, withdraw such registration statement and abandon the proposed offering in which the Holder had requested to participate at any time. (v) The Holders of Registrable Securities may exercise Piggyback Registrations Company shall only be required to effect one Incidental Registration pursuant to Section 2.2 so long as such Holders continue to hold Registrable Securities2(d).

Limitations on Incidental Registrations. Notwithstanding anything contained herein to the contrary, the The obligations of the Company to cause Registrable any Stockholder's Registerable Securities to be registered pursuant to this Section 2.2 1 are subject to each of the following limitations, conditions and qualifications: (i) The In no event shall the Company shall not be required to give notice or include Registrable register Registerable Securities in any registration pursuant to Section 2.2 if the proposed registration is primarily: (A) a registration this Agreement in an amount in excess of a stock option, thrift, employee benefit or compensation plan or of securities issued or issuable pursuant to any such plan; (B) a registration of securities proposed to be issued in connection with a dividend reinvestment and stock purchase plan or customer stock purchase plan; (C) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another corporation or other entity; or (D) a registration of securities which is solely a combination of any 10% of the aboveaggregate number of shares of Common Stock being offered in the registration. (ii) If the Company is advised in writing by the managing underwriter (or its investment banking firm if the offering is not underwritten) that the inclusion of Registrable the Registerable Securities mayrequested to be included in such registration pursuant to Section 1(a) and pursuant to any other rights granted by the Company to holders of its securities to request inclusion of any such securities in such registration exceeds the number of securities which can be sold in the offering without, in the opinion of such underwriter or investment banking firmunderwriter, as the case may be, interfere interfering with the orderly sale and distribution of the securities Common Stock proposed to be offered by the Company or adversely affect affecting the price at which such securities Common Stock may be sold, the Company may first include in such registration all Common Stock the Company proposes to sell, and the Stockholders shall accept a reduction (including a total elimination) in the number of shares of Registrable Securities to be included in the offering shall be reduced or eliminated to the extent necessary as shall be reasonably determined by such underwriter or investment banker, as the case may be, registration in good faithaccordance with Section 5 below. (iii) In Any Stockholder wishing to participate in the event offering must (together with the Holders request registration pursuant to Section 2.2 Company and the related offering is to be underwritten, the Holders will other holders distributing their securities through such offering) enter into an underwriting agreement containing representations, warranties and agreements consistent in customary form with those customarily made the underwriter or underwriters selected for such offering by an issuer and a selling shareholder in underwriting agreements with respect to secondary distributionsthe Company. (iv) The Company may, in its sole discretion, discretion and without the consent of the Holders and without liability to any Holder for such actionStockholders, withdraw such any registration statement it has filed, before or after effectiveness, and abandon the proposed offering in which the Holder Stockholders had requested to participate at any time. (v) The Holders of Registrable Securities may exercise Piggyback Registrations pursuant to Section 2.2 so long as such Holders continue to hold Registrable Securities.

Limitations on Incidental Registrations. Notwithstanding anything contained herein to the contrary, the The obligations of the Company to cause Registrable Securities to be registered pursuant to this Section 2.2 13.C are subject to each of the following limitations, conditions and qualifications: (ia) The Company shall not be required to give notice or include Registrable Securities in any registration pursuant to Section 2.2 if the proposed registration is primarily: (A) a registration of a stock option, thrift, employee benefit or compensation plan or of securities issued or issuable pursuant to any such plan; (B) a registration of securities proposed to be issued in connection with a dividend reinvestment and stock purchase plan or customer stock purchase plan; (C) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another corporation or other entity; or (D) a registration of securities to be offered by the Company to its then existing security holders; or (E) a registration of securities which is solely a combination of any of the above. (iib) If the Company is advised in writing by the managing underwriter (or its investment banking firm if the offering is not underwritten) , that the inclusion of Registrable Securities may, in the opinion of such underwriter or investment banking firm, as the case may be, interfere with materially adversely affect the orderly sale and distribution successful marketing of the securities proposed to be offered by the Company or adversely affect the price at which such securities may be soldCompany, the number of shares of Registrable Securities to be included in the offering shall be reduced or eliminated to the extent necessary as shall be reasonably determined by such underwriter or investment banker, as the case may be, in good faith; provided that as to the Participating Holders, such reduction shall be pro rata with respect to all securities to be sold by persons other than the Company; and, provided, further, that in such event, the Participating Holders shall have the right to withdraw their requests to participate in the offering. (iii) In the event the Holders request registration pursuant to Section 2.2 and the related offering is to be underwritten, the Holders will enter into an underwriting agreement containing representations, warranties and agreements consistent with those customarily made by an issuer and a selling shareholder in underwriting agreements with respect to secondary distributions. (ivc) The Company may, in its sole discretion, discretion and without the consent of the Holders and without liability or prior notice to any Holder for such actionParticipating Holder, withdraw such registration statement and abandon the proposed offering in which the Participating Holder had requested to participate at any time. (v) The Holders of Registrable Securities may exercise Piggyback Registrations pursuant to Section 2.2 so long as such Holders continue to hold Registrable Securities.

Limitations on Incidental Registrations. Notwithstanding --------------------------------------- anything contained herein to the contrary, the obligations of the Company to cause Registrable Securities to be registered pursuant to Section 2.2 2(d) are subject to each of the following limitations, conditions and qualifications: (i) The Company shall not be required to give notice or include Registrable Securities in any registration pursuant to Section 2.2 2(d) if the proposed registration is primarily: (A) a registration of a stock option, thrift, employee benefit or compensation plan or of securities issued or issuable pursuant to any such plan; (B) a registration of securities proposed to be issued in connection with a dividend reinvestment and stock purchase plan or customer stock purchase plan; (C) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another corporation or other entity; or (D) a registration of securities which is solely a combination of any of the above. (ii) If the Company is advised in writing by the managing underwriter (or its investment banking firm if the offering is not underwritten) that the inclusion of Registrable Securities may, in the opinion of such underwriter or investment banking firm, as the case may be, interfere with the orderly sale and distribution of the securities proposed to be offered by the Company or adversely affect the price at which such securities may be sold, the number of shares of Registrable Securities to be included in the offering shall be reduced or eliminated to the extent necessary as shall be reasonably determined by such underwriter or investment banker, as the case may be, in good faith. (iii) In the event the Holders request registration pursuant to Section 2.2 2(d) and the related offering is to be underwritten, the Holders will enter into an underwriting agreement containing representations, warranties and agreements consistent with not substantially different from those customarily made by an issuer and a selling shareholder in underwriting agreements with respect to secondary distributions. (iv) The Company may, in its sole discretion, without the consent of the Holders and without liability to any Holder for such action, withdraw such registration statement and abandon the proposed offering in which the Holder had requested to participate at any time. (v) The Holders of Registrable Securities may exercise Piggyback Registrations Company shall only be required to effect one Incidental Registration pursuant to Section 2.2 so long as such Holders continue to hold Registrable Securities2(d).

Limitations on Incidental Registrations. Notwithstanding anything contained herein to the contrary, the obligations of the Company to cause Registrable Securities to be registered pursuant to Section 2.2 2(d) are subject to each of the following limitations, conditions and qualifications: (i) The Company shall not be required to give notice or include Registrable Securities in any registration pursuant to Section 2.2 2(d) if the proposed registration is primarily: (A) a registration of a stock option, thrift, employee benefit or compensation plan or of securities issued or issuable pursuant to any such plan; (B) a registration of securities proposed to be issued in connection with a dividend reinvestment and stock purchase plan or customer stock purchase plan; (C) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another corporation or other entity; or (D) a registration of securities which is solely a combination of any of the above. (ii) If the Company is advised in writing by the managing underwriter (or its investment banking firm if the offering is not underwritten) that the inclusion of Registrable Securities may, in the opinion of such underwriter or investment banking firm, as the case may be, interfere with the orderly sale and distribution of the securities proposed to be offered by the Company or adversely affect the price at which such securities may be sold, the number of shares of Registrable Securities to be included in the offering shall be reduced or eliminated to the extent necessary as shall be reasonably determined by such underwriter or investment banker, as the case may be, in good faith. Alternatively, the Company may require the Holder to enter into a customary form of lockup agreement with the managing underwriter in connection with the registration of the Registrable Securities. (iii) In the event the Holders request registration pursuant to Section 2.2 2(d) and the related offering is to be underwritten, the Holders will enter into an underwriting agreement containing representations, warranties and agreements consistent with not substantially different from those customarily made by an issuer and a selling shareholder in underwriting agreements with respect to secondary distributions. (iv) The Company may, in its sole discretion, without the consent of the Holders and without liability to any Holder for such action, withdraw such registration statement and abandon the proposed offering in which the Holder had requested to participate at any time. (v) The Holders of Registrable Securities may exercise Piggyback Registrations Company shall only be required to effect one Incidental Registration pursuant to Section 2.2 so long as such Holders continue to hold Registrable Securities2(d).

Limitations on Incidental Registrations. Notwithstanding anything contained herein to the contrary, the obligations of the Company to cause Registrable Securities to be registered pursuant to Section 2.2 2(d) are subject to each of the following limitations, conditions and qualifications: (i) The Company shall not be required to give notice or include Registrable Securities in any registration pursuant to Section 2.2 2(d) if the proposed registration is primarily: (A) a registration of a stock option, thrift, employee benefit or compensation plan or of securities issued or issuable pursuant to any such plan; (B) a registration of securities proposed to be issued in connection with a dividend reinvestment and stock purchase plan or customer stock purchase plan; (C) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another corporation or other entity; or (D) a registration of securities which is solely a combination of any of the above. (ii) If the Company is advised in writing by the managing underwriter (or its investment banking firm if the offering is not underwritten) that the inclusion of Registrable Securities may, in the opinion of such underwriter or investment banking firm, as the case may be, interfere with the orderly sale and distribution of the securities proposed to be offered by the Company or adversely affect the price at which such securities may be sold, the number of shares of Registrable Securities to be included in the offering shall be reduced or eliminated to the extent necessary as shall be reasonably determined by such underwriter or investment banker, as the case may be, in good faith. (iii) In the event If the Holders request registration pursuant to Section 2.2 2(d) and the related offering is to be underwritten, the participating Holders will enter into an underwriting agreement containing representations, warranties and agreements consistent with those customarily made by an issuer and a selling shareholder in underwriting agreements with respect to secondary distributions. (iv) The Company may, in its sole discretion, without the consent of the Holders and without liability to any Holder the Holders for such action, withdraw such registration statement and abandon the proposed offering in which the Holder Holders had requested to participate at any time. (v) The Holders of Registrable Securities may exercise Piggyback Incidental Registrations pursuant to Section 2.2 2(d) so long as such Holders continue to hold Registrable Securities, and so long as such Registrable Securities are not otherwise eligible for sale pursuant to Rule 144 (or any successor rule) promulgated under the Securities Act. (vi) The Holders may exercise Incidental Registrations pursuant to Section 2(d) only subsequent to 180 days following the effective date of the registration statement for the initial public offering of the Company's securities.

Limitations on Incidental Registrations. Notwithstanding anything contained herein to the contrary, the obligations of the Company to cause Registrable Securities to be registered pursuant to Section 2.2 2(d) are subject to each of the following limitations, conditions and qualifications: (i) The Company shall not be required to give notice or include Registrable Securities in any registration pursuant to Section 2.2 2(d) if the proposed registration is primarily: (A) a registration of a stock option, thrift, employee benefit or compensation plan or of securities issued or issuable pursuant to any such plan; (B) a registration of securities proposed to be issued in connection with a dividend reinvestment and stock purchase plan or customer stock purchase plan; (C) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another corporation or other entity; or (D) a registration of securities which is solely a combination of any of the above. (ii) If the Company is advised in writing by the managing underwriter (or its investment banking firm if the offering is not underwritten) that the inclusion of Registrable Securities may, in the opinion of such underwriter or investment banking firm, as the case may be, interfere with the orderly sale and distribution of the securities proposed to be offered by the Company or adversely affect the price at which such securities may be sold, the number of shares of Registrable Securities to be included in the offering shall be reduced or eliminated to the extent necessary as shall be reasonably determined by such underwriter or investment banker, as the case may be, in good faith. (iii) In the event the Holders request registration pursuant to Section 2.2 2(d) and the related offering is to be underwritten, the Holders will enter into an underwriting agreement containing representations, warranties and agreements consistent with those customarily made by an issuer and a selling shareholder in underwriting agreements with respect to secondary distributions. (iv) The Company may, in its sole discretion, without the consent of the Holders and without liability to any Holder for such action, withdraw such registration statement and abandon the proposed offering in which the Holder had requested to participate at any time. (v) The Holders of Registrable Securities may exercise Piggyback Incidental Registrations pursuant to Section 2.2 2(d) so long as such Holders continue to hold Registrable Securities.

Limitations on Incidental Registrations. Notwithstanding anything contained herein to the contrary, the The obligations of the Company to cause Registrable Securities to be registered pursuant to this Section 2.2 15 are subject to each of the following limitations, conditions and qualifications: (i) The Company shall not be required to give notice or include Registrable Securities in any registration pursuant to Section 2.2 if the proposed registration is primarily: (A) a registration of a stock option, thrift, employee benefit or compensation plan or of securities issued or issuable pursuant to any such plan; (B13) a registration of securities proposed to be issued in connection with a dividend reinvestment and stock purchase plan or customer stock purchase plan; (C) a registration of securities proposed to be issued in exchange for securities or assets of, ; or in connection with a merger or consolidation with, another corporation or other entity; or (D) a registration of securities to be offered by the Company to its then existing security holders; or (E) a registration of securities which is solely a combination of any of the above. (ii) If the Company is advised in writing by the managing underwriter (or its investment banking firm if the offering is not underwritten) , that the inclusion of Registrable Securities may, in the opinion of such underwriter or investment banking firm, as the case may be, interfere with materially adversely affect the orderly sale and distribution successful marketing of the securities proposed to be offered by the Company or adversely affect the price at which such securities may be soldCompany, the number of shares of Registrable Securities to be included in the offering shall be reduced or eliminated to the extent necessary as shall be reasonably determined by such underwriter or investment banker, as the case may be, in good faith; provided that as to the Participating Holders, such reduction shall be pro rata with respect to all securities to be sold by persons other than the Company; and, provided, further, that in such event, the Participating Holders shall have the right to withdraw their requests to participate in the offering. (iii) In the event the Holders request registration pursuant to Section 2.2 and the related offering is to be underwritten, the Holders will enter into an underwriting agreement containing representations, warranties and agreements consistent with those customarily made by an issuer and a selling shareholder in underwriting agreements with respect to secondary distributions. (iv) The Company may, in its sole discretion, discretion and without the consent of the Holders and without liability or prior notice to any Holder for such actionParticipating Holder, withdraw such registration statement and abandon the proposed offering in which the Participating Holder had requested to participate at any time. (v) The Holders of Registrable Securities may exercise Piggyback Registrations pursuant to Section 2.2 so long as such Holders continue to hold Registrable Securities.