Common use of Notification and Inclusion Clause in Contracts

Notification and Inclusion. If the Company proposes to register for its own account any common equity securities of the Company or any securities convertible into common equity securities of the Company under the Securities Act (other than a registration relating solely to the sale of securities to participants in a dividend reinvestment plan, a registration on Form S-4 relating to a business combination or similar transaction permitted to be registered on such Form S-4, a registration on Form S-8 relating solely to the sale of securities to participants in a stock or employee benefit plan, a registration permitted under Rule 462 under the Securities Act registering additional securities of the same class as were included in an earlier registration statement for the same offering, and declared effective) the Company shall, at each such time after the Commencement Date until Buyer no longer holds Registerable Securities, promptly give written notice of such registration to Buyer. Upon the written request of Buyer given within 10 days after receipt of such notice by Buyer, the Company shall seek to include in such proposed registration such Registrable Securities as Buyer shall request be so included and shall use its reasonable best efforts to cause a registration statement covering all of the Registrable Securities that Buyer has requested to be registered to become effective under the Securities Act. The Company shall be under no obligation to complete any offering of securities it proposes to make under this Section 3 and shall incur no liability to Buyer for its failure to do so. If, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to Buyer and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) and (ii) in the case of a determination to delay registering, the Company shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.

Notification and Inclusion. If the Company proposes to register for any of its own account any common equity securities of the Company or any securities convertible into common equity securities of the Company under the Securities Act (other than a registration relating solely to the sale of securities to participants in a dividend reinvestment plan, a registration on Form S-4 relating to a business combination or similar transaction permitted to be registered on such Form S-4, a registration on Form S-8 relating solely to the sale of securities to participants in a stock or employee benefit plan, a registration permitted under Rule 462 under the Securities Act registering additional securities of the same class as were included in an earlier registration statement for the same offering, and declared effective) , or a shelf registration statement under the Securities Act covering common equity securities with an aggregate offering price of less than $50.0 million), whether or not for sale for its own account, the Company shall, at each such time after the Commencement Date until Buyer no longer holds Registerable Securities, promptly give written notice of such registration to Buyer. Upon the written request of Buyer given within 10 days after receipt of such notice by Buyer, the Company shall seek to include in such proposed registration such Registrable Securities as Buyer shall request be so included and shall use its reasonable best efforts to cause a registration statement covering all of the Registrable Securities that Buyer has requested to be registered to become effective under the Securities Act. The Company shall be under no obligation to complete any offering of securities it proposes to make under this Section 3 and shall incur no liability to Buyer for its failure to do so. If, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to Buyer and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) and (ii) in the case of a determination to delay registering, the Company shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.

Notification and Inclusion. If the Company proposes to register for its own account any common equity securities of the Company or any securities convertible into common equity securities of the Company under the Securities Act on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (other than a registration relating solely to the sale of securities to participants in a dividend reinvestment plan, a registration on Form S-4 relating to a business combination or similar transaction permitted to be registered on such Form S-4, a registration on Form S-8 relating solely to the sale of securities to participants in a stock or employee benefit plan, a registration permitted under Rule 462 under the Securities Act registering additional securities of the same class as were included in an earlier registration statement for the same offering, and declared effective) ), the Company shall, at each such time after the Commencement Date until Buyer no longer holds Registerable SecuritiesDate, promptly give written notice of such registration to Buyerthe Purchasers. Upon the written request of Buyer a Purchaser given within 10 days Business Days after receipt the giving of such notice by Buyerthe Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Purchaser and the intended method of disposition thereof, but which shall not include an underwritten offering unless the registration by the Company contemplates an underwritten offering), the Company shall seek to include in such proposed registration such Registrable Securities as Buyer a Purchaser shall request to be so included and shall use its commercially reasonable best efforts to cause a registration statement covering all of the Registrable Securities that Buyer such Purchaser has requested to be registered to become effective under the Securities Act. The Company shall be under no obligation to complete any offering of securities it proposes to make under this Section 3 and shall incur no liability to Buyer the Purchasers for its failure to do so. If, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to Buyer the Purchasers and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) and (ii) in the case of a determination to delay registering, the Company shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.

Notification and Inclusion. If the Company proposes to register -------------------------- for its own account any common equity securities of the Company or any securities convertible into common equity securities of the Company under the Securities Act (other than a registration relating solely to the sale of securities to participants in a dividend reinvestment plan, a registration on Form S-4 relating to a business combination or similar transaction permitted to be registered on such Form S-4, a registration on Form S-8 relating solely to the sale of securities to participants in a stock or employee benefit plan, a registration permitted under Rule 462 under the Securities Act registering additional securities of the same class as were included in an earlier registration statement for the same offering, and declared effective) ), the Company shall, at each such time after the Commencement Date until Buyer the Haagen Family no longer holds Registerable Securities, promptly give written notice of such registration to Buyerthe Haagen Family. Upon the written request of Buyer the Haagen Family given within 10 days after receipt of such notice by Buyerthe Haagen Family, the Company shall seek to include in such proposed registration such Registrable Securities as Buyer the Haagen Family shall request be so included and shall use its reasonable best efforts to cause a registration statement covering all of the Registrable Securities that Buyer the Haagen Family has requested to be registered to become effective under the Securities Act. The Company shall be under no obligation to complete any offering of securities it proposes to make under this Section 3 and shall incur no liability to Buyer the Haagen Family for its failure to do so. If, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to Buyer the Haagen Family and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) and (ii) in the case of a determination to delay registering, the Company shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.

Notification and Inclusion. If (a) If, at any time from time to time after the Company earlier to occur of (i) the date on which the Corporation completes an initial public offering of shares of its common stock and (ii) September 9, 2000, the Corporation proposes to register any of its equity securities, either for its own account any common equity securities or for the account of a security holder or holders and whether pursuant to its own initiative, the Company initiative or any securities convertible into common equity securities request of the Company under the Securities Act another Person or pursuant to a Demand Registration (other than a registration of securities relating solely to the sale of securities to participants in a dividend reinvestment plan, a registration on Form S-4 relating to a business combination or similar transaction permitted to be registered on such Form S-4, a registration on Form S-8 relating solely to the sale of securities to participants in a stock or employee benefit planplans or to effect a merger or other reorganization), a registration permitted under Rule 462 under the Securities Act registering additional securities of the same class as were included in an earlier registration statement for the same offering, and declared effective) the Company shall, at each such time after the Commencement Date until Buyer no longer holds Registerable Securities, Corporation shall promptly give written notice of such registration to Buyer. the Investor Stockholders and the CCS Group Stockholders. (b) Upon the written request of Buyer any Investor Stockholder or CCS Group Stockholder given within 10 business days after receipt of such a notice by Buyerdelivered pursuant to Section 3.1(a), the Company Corporation shall seek to include in such proposed registration such Registrable Securities of such Stockholder as Buyer such Stockholder shall request be so included and shall use its reasonable best efforts to cause a registration statement covering all of the Registrable Securities of such Stockholder that Buyer such Stockholder has requested to be registered to become effective under the Securities Act. The Company Corporation shall be under no obligation to complete any offering registration of securities it proposes to make under this Section 3 Article 3, other than its obligation to complete any Demand Registration, subject to the terms and shall incur no liability to Buyer for its failure to do soconditions set forth in Article 2. If, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company Corporation shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, Corporation shall give written notice of such determination to Buyer the Investor Stockholders and the CCS Group Stockholders and, thereupon, (i) in the case of a determination not to register, the Company Corporation shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) and (ii) in the case of a determination to delay registering, the Company Corporation shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.

Notification and Inclusion. If at any time after the second anniversary of the date of this Agreement (but without obligation to do so) the Company proposes to register (x) for its own account or (y) pursuant to a right to registration on request pursuant to this Agreement, any common equity securities of the Company or any securities convertible into common equity securities of the Company under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a dividend reinvestment plan, a registration on Form S-4 (or successor form) relating to a business combination or similar transaction permitted to be registered on such Form S-4, a registration on Form S-8 (or successor form) relating solely to the sale of securities to participants in a stock or employee benefit plan, or a registration permitted under Rule 462 under the Securities Act registering additional securities of the same class as were included in an a earlier registration statement for the same offering, offering and declared effective) ), then the Company shall, at each such time after the Commencement Date until Buyer no longer holds Registerable Securitiestime, promptly give written notice of such registration to BuyerInvestor. Upon the written request of Buyer given Investor holding the Required Interest within 10 days (but in the case of a retail "spot" offering, two Business Days so long as the Company has advised Investor that it is considering effecting such an offering, and the material terms thereof, as promptly as is practical for the Company to do so and in any event not less than 10 days prior to the beginning of such two Business Day period) after receipt of such notice by BuyerInvestor, the Company shall seek to include in such proposed registration such Registrable Securities of the same class as Buyer is then being registered by the Company as Investor holding the Required Interest shall request be so included and shall use its reasonable best efforts to cause a registration statement covering all of the Registrable Securities that Buyer has Investor have so requested to be registered to become effective under the Securities Act. The Company shall be under no obligation to Investor to complete any offering of securities it proposes to make under this Section 3 4 and shall incur no liability (including under this Section 4 or under Section 5) to Buyer Investor for its failure to do so. If, at any time after giving written notice of its intention to register any securities as set forth in this Section 4(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to Buyer Investor and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to Investor to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) pursuant to Section 4(a) hereof and (ii) in the case of a determination to delay registering, the Company shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.

Notification and Inclusion. If Other than in connection with a Strategic Investment the Company proposes to register for its own account any common equity securities consummation of which occurs within nine months of the Company or any securities convertible into common equity securities of the Company under the Securities Act (other than a registration relating solely to the sale of securities to participants in a dividend reinvestment plan, a registration on Form S-4 relating to a business combination or similar transaction permitted to be registered on such Form S-4, a registration on Form S-8 relating solely to the sale of securities to participants in a stock or employee benefit plan, a registration permitted under Rule 462 under the Securities Act registering additional securities of the same class as were included in an earlier registration statement for the same offering, and declared effective) the Company shall, at each such time after the Commencement Date until Buyer no longer holds Registerable Securities, promptly give written notice of such registration to Buyer. Upon the written request of Buyer given within 10 days after receipt of such notice by BuyerClosing Date, the Company shall seek provide the Investor with written notice (the "Strategic Investment Notice") not less than 30 days prior to include in such the proposed registration such Registrable Securities as Buyer date of the consummation of the Strategic Investment (the "Strategic Investment Date"). The Strategic Investment Notice shall request be so included accompanied by a copy of any purchase agreement relating to the Strategic Investment (if available) and shall use its reasonable best efforts to cause a registration statement covering all set forth: (i) the name and address of the Registrable Securities that Buyer has requested proposed Strategic Investor; (ii) the number of shares of Common Stock proposed to be registered issued; (iii) the proposed amount and form of consideration to become effective under be paid for such shares of Common Stock and the Securities Actterms and conditions of payment offered; (iv) confirmation that the proposed Strategic Investor has been informed of the rights provided for herein and has agreed to purchase shares of Common Stock from the Investor in accordance with the terms hereof in priority to any Common Shares to be issued by the Company; and (v) the Strategic Investment Date. The Company agrees that in negotiating the Strategic Investment it shall ensure that the documentation relating to the Strategic Investment shall provide (i) that the only representations, warranties or covenants which the Investor shall be under no obligation to complete any offering of securities it proposes required to make under this Section 3 and shall incur no liability to Buyer for its failure to do so. If, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registrationa sale contemplated herein are representations and warranties with respect to its own ownership of the Common Stock to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances or adverse claims, its due organization, its due authorization, execution and delivery of the Company shall determine for any reason not to register or to delay registration definitive purchase agreement (if applicable), enforceability of such securities, the Company may, at its election, give written notice purchase agreement against it and no conflicts of such determination to Buyer and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection it with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) purchase agreement, and (ii) that the liability of the Investor with respect to any representation and warranty made in connection with any sale contemplated herein is limited to the case amount of a determination to delay registering, proceeds actually received by the Company shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securitiesInvestor.

Notification and Inclusion. If If, prior to the date which is 10 years after the date of this Agreement, the Company proposes to register for its own account any common equity securities of the Company or any securities convertible into common equity securities of the Company Stock under the Securities Act (other than a registration relating solely to the sale of securities to participants in a dividend reinvestment plan, a registration on Form S-4 relating to a business combination or similar transaction permitted to be registered on such Form S-4, a registration on Form S-8 relating solely to the sale of securities to participants in a stock or employee benefit plan, or a registration permitted under Rule 462 under the Securities Act registering additional securities of the same class as were included in an earlier registration statement for the same offering, offering and declared effective) ), the Company shall, at each such time after the Commencement Date until Buyer no longer holds Registerable Securitiestime, promptly give written notice of such registration to BuyerBuyer and the Advancing Party. Upon the written request of Buyer or the Advancing Party, given within 10 days after receipt of such notice by BuyerBuyer or the Advancing Party, the Company shall seek to include in such proposed registration such Registrable Registerable Securities of Buyer or the Advancing Party as Buyer or the Advancing Party shall request be so included and shall use its reasonable best efforts to cause a registration statement covering all of the Registrable Registerable Securities of Buyer or the Advancing Party that Buyer or the Advancing Party has requested to be registered to become effective under the Securities Act. The Company shall be under no obligation to complete any offering of securities it proposes to make under this Section 3 Article 4 and shall incur no liability to Buyer or the Advancing Party for its failure to do so. If, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to Buyer and the Advancing Party and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Registerable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) and (ii) in the case of a determination to delay registering, the Company shall be permitted to delay registering any Registrable Registerable Securities for the same period as the delay in registering such other securities.

Notification and Inclusion. If the Company proposes to register for its own account any common equity securities of the Company or any securities convertible into common equity securities of the Company under the Securities Act (other than a registration relating solely to the sale of securities to participants in a dividend reinvestment plan, a registration on Form S-4 (or successor form) relating to a business combination or similar transaction permitted to be registered on such Form S-4S-4 (or successor form), a registration on Form S-8 (or successor form) relating solely to the sale of securities to participants in a stock or employee benefit plan, or a registration permitted under Rule 462 under the Securities Act registering additional securities of the same class as were included in an earlier registration statement for the same offering, offering and declared effective) ), the Company shall, at each such time after the Commencement Date until Buyer no longer holds Registerable Securitiestime, promptly give written notice of such registration to Buyer. Upon the written request of Buyer given within 10 days (but in the case of a retail "spot" offering, two Business Days so long as the Company has advised Buyer that it is considering effecting such an offering, and the material terms thereof, as promptly as is practical for the Company to do so and in any event not less than 10 days prior to the beginning of such two Business Day period) after receipt of such notice by Buyer, the Company shall seek to include in such proposed registration such Registrable Securities of the same class as is then being registered by the Company as Buyer shall request be so included and shall use its reasonable best efforts to cause a registration statement covering all of the Registrable Securities that Buyer has requested to be registered to become effective under the Securities Act. The Company shall be under no obligation to complete any offering of securities it proposes to make under this Section 3 4 and shall incur no liability to Buyer for its failure to do so. If, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to Buyer and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) and (ii) in the case of a determination to delay registering, the Company shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. Notwithstanding anything to the contrary provided herein, Buyer's rights pursuant to this Section 4 shall be effective not earlier than one year following the date hereof.

Notification and Inclusion. If the Company proposes to register (x) for its own account or (y) pursuant to a right to registration on request pursuant to the Buyer Agreement, any common equity securities of the Company or any securities convertible into common equity securities of the Company under the Securities Act (other than a registration relating solely to the sale of securities to participants in a dividend reinvestment plan, a registration on Form S-4 (or successor form) relating to a business combination or similar transaction permitted to be registered on such Form S-4, a registration on Form S-8 (or successor form) relating solely to the sale of securities to participants in a stock or employee benefit plan, or a registration permitted under Rule 462 under the Securities Act registering additional securities of the same class as were included in an a earlier registration statement for the same offering, offering and declared effective) ), then the Company shall, at each such time after the Commencement Date until Buyer no longer holds Registerable Securitiestime, promptly give written notice of such registration to Buyerthe Existing Partners. Upon the written request of Buyer given the Existing Partners holding the Required Interest within 10 days (but in the case of a retail "spot" offering, two Business Days so long as the Company has advised the Existing Partners that it is considering effecting such an offering, and the material terms thereof, as promptly as is practical for the Company to do so and in any event not less than 10 days prior to the beginning of such two Business Day period) after receipt of such notice by Buyerthe Existing Partners, the Company shall seek to include in such proposed registration such Registrable Securities of the same class as Buyer is then being registered by the Company as the Existing Partners holding the Required Interest shall request be so included and shall use its reasonable best efforts to cause a registration statement covering all of the Registrable Securities that Buyer has the Existing Partners have so requested to be registered to become effective under the Securities Act. The Company shall be under no obligation to the Existing Partners to complete any offering of securities it proposes to make under this Section 3 4 and shall incur no liability (including under this Section 4 or under Section 5) to Buyer the Existing Partners for its failure to do so. If, at any time after giving written notice of its intention to register any securities as set forth in this Section 4(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to Buyer the Existing Partners and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to the Existing Partners to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) pursuant to Section 4(a) hereof and (ii) in the case of a determination to delay registering, the Company shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. Notwithstanding anything to contrary herein, the existing Partners rights hereunder shall be effective not earlier than one year following the date hereof.

Notification and Inclusion. If the Company proposes to register for its own account any common equity securities of the Company or any securities convertible into common equity securities of the Company under the Securities Act (other than (i) a registration relating solely to the sale of securities to participants in a dividend reinvestment plan, (ii) a registration on Form S-4 relating to a business combination or similar transaction permitted to be registered on such Form S-4, (iii) a registration on Form S-8 relating solely to the sale of securities to participants in a stock or employee benefit plan, (iv) a registration permitted under Rule 462 under the Securities Act registering additional securities of the same class as were included in an earlier registration statement for the same offering, offering and declared effective, (v) a registration on Form S-3 for Company Common Stock issuable upon conversion of Operating Partnership Units issued in exchange for assets or (vi) the Public Offering), the Company shall, at each such time after the Commencement Date until Buyer no longer holds Registerable Securitiestime, promptly give written notice of such registration to Buyer. Upon the written request of Buyer given within 10 days after receipt of such notice by Buyer, the Company shall seek to include in such proposed registration such Registrable Securities as Buyer shall request be so included and shall use its reasonable best efforts to cause a registration statement covering all of the Registrable Securities that Buyer has requested to be registered to become effective under the Securities Act, provided, that for purposes of this Section 4 Registrable Securities of Buyer shall be limited to Company Common Stock. The Company shall be under no obligation to complete any offering of securities it proposes to make under this Section 3 and shall incur no liability to Buyer for its failure to do so. If, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to Buyer and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) and (ii) in the case of a determination to delay registering, the Company shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. The Company agrees, for the benefit of Buyer, not to grant or afford to any holder of Operating Partnership Units (or holder of shares of Company Common Stock issuable upon exercise of Operating Partnership Units) referred to in clause (v) of the parenthetical to the first sentence of this clause (a), any "piggyback" or incidental registration rights that would arise from or become effective upon the registration by the Company on behalf of Buyer of any Registrable Securities.