Common use of Notice; Piggyback Registration Clause in Contracts

Notice; Piggyback Registration. Subject to the provisions of this Agreement, if the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities by the Company for its own account or for the account of any of its equity holders, (other than a registration statement on Form S-4 or Form S-8 (or such corresponding forms adopted by the Commission for use by foreign issuers), or any substitute form that may be adopted by the Commission, or any registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s existing security holders), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than thirty (30) days before the anticipated effective date of such registration statement), and such notice shall offer each such Holder the opportunity to register the Registrable Shares held by each such Holder (a “Piggyback Registration”). Subject to the limitations in Sections 2(c) and 2(f) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares requested to be included in the registration for such offering. Each such Holder of Registrable Shares shall be permitted to withdraw all or part of such Holder’s Registrable Shares from a Piggyback Registration at any time prior to the effective date thereof. By electing to include the Registrable Shares in any IPO Registration Statement, the Holder of such Registrable Shares shall be deemed to have agreed not to effect any public sale or distribution of other securities of the Company of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, during such periods as reasonably requested (but in no event for a period longer than thirty (30) days prior to and one hundred eighty (180) days following the effective date of the IPO Registration Statement) by the representatives of the underwriters, if an Underwritten Offering, or by the Company in any other registration, provided, however, that (a) each Holder shall be allowed a proportionate release from the foregoing restriction granted to any other Holder, director or executive officer, as applicable (with such proportion being determined by dividing the number of shares being released with respect to such Holder, director or executive officer, as applicable by the total number of issued and outstanding shares held by such Holder, director or executive officer, as applicable), (b) such restrictions shall not apply to any shares of Common Stock of the Company bought in the open market following the effective date of the IPO Registration Statement and (c) it shall be a condition to any Holder’s agreement to be bound by the restrictions set forth above that all the executive officers and directors of the Company then holding shares of Common Stock of the Company or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company enter into agreements that are no less restrictive.

Notice; Piggyback Registration. Subject to the provisions of this Agreement, if the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities by the Company for its own account or for the account of any of its equity holders, including a registration statement filed pursuant to Section 4.1, (other than a registration statement on Form S-4 or Form S-8 (or such corresponding forms adopted by the Commission SEC for use by foreign issuers), or any substitute form that may be adopted by the CommissionSEC, or any registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s existing security holders), then the Company shall give written notice of such proposed filing to the Holders Parties as soon as practicable (but in no event less than thirty (30) 30 days before the anticipated effective date of such registration statement), and such notice shall offer each such Holder Person the opportunity to register the Applicable Percentage of the Registrable Shares Securities held by each such Holder Person (a “Piggyback Registration”). Subject to the limitations in the preceding sentence based on the Applicable Percentage for each such Person and Sections 2(c) 4.3, 4.4, 4.5, 4.6 and 2(f) 4.7 hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities requested to be included in the registration for such offering. Each such Holder holder of Registrable Shares Securities shall be permitted to withdraw all or part of such Holderholder’s Registrable Shares Securities from a Piggyback Registration at any time prior to the effective date thereof. By electing to include the Registrable Shares in any IPO Registration Statement, the Holder of such Registrable Shares shall be deemed to have agreed not to effect any public sale or distribution of other securities of the Company of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, during such periods as reasonably requested (but in no event for a period longer than thirty (30) days prior to and one hundred eighty (180) days following the effective date of the IPO Registration Statement) by the representatives of the underwriters, if an Underwritten Offering, or by the Company in any other registration, provided, however, that (a) each Holder shall be allowed a proportionate release from the foregoing restriction granted to any other Holder, director or executive officer, as applicable (with such proportion being determined by dividing the number of shares being released with respect to such Holder, director or executive officer, as applicable by the total number of issued and outstanding shares held by such Holder, director or executive officer, as applicable), (b) such restrictions shall not apply to any shares of Common Stock of the Company bought in the open market following the effective date of the IPO Registration Statement and (c) it shall be a condition to any Holder’s agreement to be bound by the restrictions set forth above that all the executive officers and directors of the Company then holding shares of Common Stock of the Company or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company enter into agreements that are no less restrictive.

Notice; Piggyback Registration. Subject to the provisions of this Agreement, if at any time the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities by the Company for its own account or for the account of any of its equity holders, holders (other than a registration statement on Form S-4 or Form S-8 (or such corresponding forms adopted by the Commission for use by foreign issuers)S-8, or any substitute form that may be adopted by the CommissionSEC, or any registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s 's existing security holders), then the Company shall give written notice of such proposed filing to the Holders Parties (including any Permitted Maxell Transferees) as soon as practicable (but in no event less than thirty (30) 30 days before the anticipated effective date of such registration statement), and such notice shall offer each such Holder Persons the opportunity to register the such number of Registrable Shares held by Securities as each such Holder Person may request (a “"Piggyback Registration”"); provided, however, that (i) neither Maxell nor any Permitted Maxell Transferee shall be permitted to sell any Registrable Securities under this Article IV in any Piggyback Registration until after a Qualified IPO and (ii) until after the expiration of the Restricted Period, Maxell and any Permitted Maxell Transferee shall be permitted only to register the Subscription Shares under this Article IV and in connection therewith, for purposes of calculating any allocation required pursuant to Section 4.3, the term "Registrable Securities" shall mean only the Subscription Shares (together with any Registrable Securities issued with respect to such Subscription Shares by way of share dividend or similar corporate action). Subject to the limitations in Sections 2(c) 4.2, 4.3, 4.4, 4.5 and 2(f) 4.6 hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities requested to be included in the registration for such offering. Each such Holder holder of Registrable Shares Securities shall be permitted to withdraw all or part of such Holder’s holder's Registrable Shares Securities from a Piggyback Registration at any time prior to the effective date thereof. By electing to include the Registrable Shares in any IPO Registration Statement, the Holder of such Registrable Shares shall be deemed to have agreed not to effect any public sale or distribution of other securities of the Company of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, during such periods as reasonably requested (but in no event for a period longer than thirty (30) days prior to and one hundred eighty (180) days following the effective date of the IPO Registration Statement) by the representatives of the underwriters, if an Underwritten Offering, or by the Company in any other registration, provided, however, that (a) each Holder shall be allowed a proportionate release from the foregoing restriction granted to any other Holder, director or executive officer, as applicable (with such proportion being determined by dividing the number of shares being released with respect to such Holder, director or executive officer, as applicable by the total number of issued and outstanding shares held by such Holder, director or executive officer, as applicable), (b) such restrictions shall not apply to any shares of Common Stock of the Company bought in the open market following the effective date of the IPO Registration Statement and (c) it shall be a condition to any Holder’s agreement to be bound by the restrictions set forth above that all the executive officers and directors of the Company then holding shares of Common Stock of the Company or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company enter into agreements that are no less restrictive.