Common use of Parent Registration Clause in Contracts

Parent Registration. At any time following receipt of a notice from the Securityholder Representative of a request for a Permitted Underwritten Offering pursuant to Section 2.2(b), Parent may elect, in lieu of such Permitted Underwritten Offering to include all or a portion of the Registrable Securities to be sold in such Permitted Underwritten Offering in an underwritten public offering by Parent of any of its stock or other equity securities (“Parent Underwritten Offering”). Parent shall provide written notice of such election to the Securityholder Representative, and such notice shall suspend Parent’s obligations under Section 2.2 for as long as Parent is in good faith pursuing such Parent Underwritten Offering for up to sixty (60) calendar days; provided that such period may be extended for any reasonable period recommended by the managing underwriter or underwriters for such Parent Underwritten Offering. Parent shall have the right to select the managing underwriter(s) for any Parent Underwritten Offering, which shall be one or more investment banking firms of nationally recognized standing. All Designated Holders proposing to distribute their Registrable Securities through such Parent Underwritten Offering shall enter into an underwriting agreement among Parent and the underwriters in customary form, and such other agreements, including, but not limited to, custody agreements and lock-up agreements, requested by the managing underwriters, so long as all Designated Holders participating in such Parent Underwritten Offering are required to enter into substantially similar custody agreements or lock-up agreements, as the case may be; provided that no Designated Holder shall be required to make any representations or warranties or give any indemnities other than those related to title and ownership of, and power and authority to transfer, Registrable Securities and as to the accuracy and completeness of statements made in a registration statement, prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to Parent or the managing underwriter(s) by such Designated Holder pertaining exclusively to such Designated Holder. Any Parent Underwritten Offering conducted in lieu of a Permitted Underwritten Offering shall count towards the limitation on the number of Permitted Underwritten Offerings in Section 2.2(b), unless the amount of Registrable Securities to be included in such Parent Underwritten Offering is reduced pursuant to Section 2.4 to less than 65% of the amount specified in the notice pursuant to Section 2.2(b), Parent exercises its rights under Section 2.7 with respect to such Parent Underwritten Offering or Parent terminates such Parent Underwritten Offering pursuant to the next sentence. Parent may decide to terminate any Parent Underwritten Offering at any time in its sole discretion, whether or not any Designated Holder has elected to include Registrable Securities in such Parent Underwritten Offering.

Parent Registration. At Except as otherwise provided in this Section (but without any time following receipt obligation under this Agreement to do so), if Parent proposes to register (including for this purpose a registration effected by Parent for stockholders other than the Holders, whether or not required under another agreement) any of the Parent Common Stock under the Securities Act in connection with the public offering of such securities (other than a notice from registration relating solely to the Securityholder Representative sale of securities to participants in a request for Parent stock plan, a Permitted Underwritten Offering pursuant registration relating to Section 2.2(ba corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Parent Common Stock being registered is Parent Common Stock issuable upon conversion of debt securities that are also being registered), Parent may electshall, in lieu within ten (10) days thereafter, give each Holder written notice of such Permitted Underwritten Offering registration. Upon the written request of each Holder, provided said request is given within twenty (20) days after mailing of the notice required of Parent under this subsection, Parent shall, subject to include the limits set forth in this Section, use commercially reasonable efforts to cause to be registered under the Securities Act all or a portion of the Registrable Securities that each such Holder has requested to be sold in such Permitted Underwritten Offering in an underwritten public offering by Parent of any of its stock or other equity securities (“Parent Underwritten Offering”). Parent shall provide written notice of such election to the Securityholder Representative, and such notice shall suspend Parent’s obligations under Section 2.2 for as long as Parent is in good faith pursuing such Parent Underwritten Offering for up to sixty (60) calendar daysregistered; provided that such period may be extended for any reasonable period recommended by the managing underwriter or underwriters for such Parent Underwritten Offering. that: (i) Parent shall have the right to terminate or withdraw any registration initiated by it under this subsection prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by Parent in accordance with subsection (e) of this Section; and (ii) In connection with any offering involving an underwriting of shares of Parent Common Stock, Parent shall not be required under this subsection to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between Parent and the underwriters selected by it (or by other persons entitled to select the managing underwriter(sunderwriters) for any Parent Underwritten Offering, which shall be one or more investment banking firms of nationally recognized standing. All Designated Holders proposing to distribute their Registrable Securities through such Parent Underwritten Offering shall and enter into an underwriting agreement among Parent in customary form with an underwriter or underwriters selected by Parent, and then only in such quantity as the underwriters determine in customary formtheir sole discretion will not jeopardize the success of the offering by Parent. If the total amount of securities, and such other agreements, including, but not limited to, custody agreements and lock-up agreementsincluding Registrable Securities, requested by the managing underwriters, so long as all Designated Holders participating in such Parent Underwritten Offering are required to enter into substantially similar custody agreements or lock-up agreements, as the case may be; provided that no Designated Holder shall be required to make any representations or warranties or give any indemnities other than those related to title and ownership of, and power and authority to transfer, Registrable Securities and as to the accuracy and completeness of statements made in a registration statement, prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to Parent or the managing underwriter(s) by such Designated Holder pertaining exclusively to such Designated Holder. Any Parent Underwritten Offering conducted in lieu of a Permitted Underwritten Offering shall count towards the limitation on the number of Permitted Underwritten Offerings in Section 2.2(b), unless the amount of Registrable Securities stockholders to be included in such Parent Underwritten Offering offering exceeds the amount of securities that the underwriters determine in their sole discretion is reduced pursuant to Section 2.4 to less than 65% compatible with the success of the amount specified offering, then Parent shall be required to include in the notice pursuant offering only the number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to Section 2.2(bbe apportioned pro rata among the selling Holders according to the total amount of securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders); provided, however, in no event shall Registrable Securities held by a Holder be included in such registration statement (i) if such offering is the initial public offering of Parent's securities, in which case the selling Holders' securities may be excluded if the underwriters make the determination described above or (ii) unless all of the following securities are included in such Registration Statement: (x) all shares of capital stock of Parent exercises its which are subject to registration rights under Section 2.7 as of the Closing Date; (y) all shares of capital stock of Parent which are held by officers of Parent that hold an office on the Closing Date; and (z) all shares of capital stock of Parent that are issued with registration rights after the date hereof in connection with a cash financing transaction (or any other type of transaction approved in writing by a majority of the Shareholders) with Parent or any Subsidiary of Parent. For purposes of the immediately preceding parenthetical concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder," and any pro rata reduction with respect to such Parent Underwritten Offering or Parent terminates such Parent Underwritten Offering pursuant to selling Holder shall be based upon the next sentence. Parent may decide to terminate any Parent Underwritten Offering at any time in its sole discretion, whether or not any Designated Holder has elected to include aggregate amount of Registrable Securities in owned by all such related entities and individuals. (iii) With respect to any underwriting of shares, Parent Underwritten Offeringshall have the right to designate the managing underwriter or underwriters.

Parent Registration. At (a) If (but without any time following receipt of obligation to do so) the Parent proposes to register (including for this purpose a notice from registration effected by the Securityholder Representative of a request Parent for a Permitted Underwritten Offering pursuant to Section 2.2(b), Parent may elect, in lieu of such Permitted Underwritten Offering to include all or a portion of any stockholder other than the Registrable Securities to be sold in such Permitted Underwritten Offering in an underwritten public offering by Parent of Shareholders) any of its stock or other equity securities under the 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 Parent stock plan, or a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities) (a “Parent Underwritten OfferingRegistration Statement”). , the Parent shall provide written shall, at each such time, promptly give the Shareholders notice of such election registration. Upon the written request of a Shareholder, the Parent shall, subject to the Securityholder Representativeprovisions of Sections 8.02(b)-(e), and such notice shall suspend Parent’s obligations use its reasonable best efforts to cause to be registered under Section 2.2 for as long as Parent is in good faith pursuing such Parent Underwritten Offering for up to sixty (60) calendar days; provided the Act all of the Registrable Securities that such period may Shareholder has requested to be extended registered as soon as practicable under the Parent Registration Statement. In the event that the Parent decides for any reasonable period recommended by reason not to complete the managing underwriter or underwriters for such registration of shares of Parent Underwritten Offering. Common Stock other than Registrable Securities, the Parent shall have no obligation under this Section 8.01 to continue with the right registration of Registrable Securities. Any request pursuant to select the managing underwriter(s) for any Parent Underwritten Offering, which shall be one or more investment banking firms of nationally recognized standing. All Designated Holders proposing this Section 8.01 to distribute their register Registrable Securities as part of an underwritten public offering of the Parent’s Common Stock or other securities shall specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. (b) The Parent Underwritten Offering shall enter into an not be required under this Section 8.01 to include any securities of any Shareholder in a Parent Registration Statement unless such selling Shareholder accepts the terms of the underwriting agreement among as agreed upon between the Parent and the underwriters in customary form, and such other agreements, including, but not limited to, custody agreements and lock-up agreements, requested selected by it. If the managing underwriters, so long as all Designated Holders participating in such underwriters advise the Parent Underwritten Offering are required to enter into substantially similar custody agreements or lock-up agreements, as the case may be; provided that no Designated Holder shall be required to make any representations or warranties or give any indemnities other than those related to title and ownership of, and power and authority to transfer, Registrable Securities and as to the accuracy and completeness of statements made in marketing factors require a registration statement, prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to Parent or the managing underwriter(s) by such Designated Holder pertaining exclusively to such Designated Holder. Any Parent Underwritten Offering conducted in lieu of a Permitted Underwritten Offering shall count towards the limitation on the number of Permitted Underwritten Offerings in Section 2.2(b)shares, unless the amount of including Registrable Securities Securities, to be included in such offering, then the Parent Underwritten Offering is reduced shall so advise the Shareholders and all other holders of securities of the Parent that may be included therewith in such registration and that would otherwise have been underwritten pursuant to this Section 2.4 to less than 65% 3, and the number of the amount specified shares, including Registrable Securities, that may be included in the notice pursuant to Section 2.2(b), Parent exercises its rights under Section 2.7 with respect to such Parent Underwritten Offering or Parent terminates such Parent Underwritten Offering pursuant registration shall be apportioned first to the next sentence. Parent, then pro rata among the Shareholders and other Parent may decide stockholders who desire to terminate any sell their shares of Parent Underwritten Offering at any time in its sole discretion, whether or not any Designated Holder has elected to include Common Stock under such registration. (c) The number of Registrable Securities in of a Shareholder that may be excluded from an offering under this Section 8.01 may include all of such Parent Underwritten OfferingShareholder’s Registrable Securities.

Parent Registration. At (a) If, at any time following receipt or from time to time after the date of this Agreement and prior to the first anniversary of the merger contemplated by the Reorganization Agreement, the Parent shall determine to register any of its securities in connection with an offering of its securities to the general public for cash on a form which would permit the registration of Registrable Securities, other than (i) a registration relating solely to employee benefit plans on Form S-1 or S-8 or similar forms which may be promulgated in the future, or (ii) a registration on Form S-4 or similar form which may be promulgated in the future relating solely to a SEC Rule 145 transaction, the Parent will promptly give to the Holders written notice from the Securityholder Representative of a request for a Permitted Underwritten Offering pursuant to Section 2.2(bthereof and include in such registration (and any related qualification under Blue Sky laws or other compliance), Parent may electand in any underwriting involved therein, in lieu of such Permitted Underwritten Offering to include all or a portion of the Registrable Securities specified in a written request or requests, made within thirty (30) business days after mailing or personal delivery of such written notice from the Parent by any Holders. Such written request may specify all or a part of the Holder's Registrable Securities. (b) If the registration of which the Parent gives notice is for a registered public offering involving an underwriting, the Parent shall so advise the Holders as a part of the written notice given pursuant to Section 1.2(a). In such event the right of any Holder to registration pursuant to this Section 1.2 shall be sold conditioned upon such Holder's participating in such Permitted Underwritten Offering in an underwritten public offering by Parent of any of its stock or other equity securities (“Parent Underwritten Offering”). Parent shall provide written notice underwriting and the inclusion of such election Holder's Registrable Securities in the underwriting to the Securityholder Representative, and such notice shall suspend Parent’s obligations under Section 2.2 for as long as Parent is in good faith pursuing such Parent Underwritten Offering for up to sixty (60) calendar days; extent provided that such period may be extended for any reasonable period recommended by the managing underwriter or underwriters for such Parent Underwritten Offering. Parent shall have the right to select the managing underwriter(s) for any Parent Underwritten Offering, which shall be one or more investment banking firms of nationally recognized standingherein. All Designated Holders proposing to distribute their Registrable Securities securities through such Parent Underwritten Offering underwriting shall (together with the Parent) enter into an underwriting agreement among Parent and in the underwriters in customary form, and such other agreements, including, but not limited to, custody agreements and lock-up agreements, requested form negotiated by the managing underwritersParent with the underwriter or underwriters selected for such underwriting by the Parent. Notwithstanding any other provision of this Section 1.2, so long as all Designated Holders participating in such Parent Underwritten Offering are required to enter into substantially similar custody agreements or lock-up agreements, as if the case may be; provided underwriter determines that no Designated Holder shall be required to make any representations or warranties or give any indemnities other than those related to title and ownership of, and power and authority to transfer, Registrable Securities and as to the accuracy and completeness marketing factors require a limitation of statements made in a registration statement, prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to Parent or the managing underwriter(s) by such Designated Holder pertaining exclusively to such Designated Holder. Any Parent Underwritten Offering conducted in lieu of a Permitted Underwritten Offering shall count towards the limitation on the number of Permitted Underwritten Offerings in Section 2.2(b)shares to be underwritten, unless the amount underwriter may limit the number of Registrable Securities to be included in such registration and underwriting to not less than thirty percent (30%) of the total amount of securities sought to be included in such registration (based on aggregate market values). The Parent Underwritten Offering is reduced shall so advise all Holders whose securities would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities entitled to inclusion in such registration held by such Holders at the time of filing the registration statement. If any Holder disapproves of the terms of any such underwriting, such holder may elect to withdraw therefrom by written notice to the Parent and the underwriter. (c) In the case of each registration effected by the Parent pursuant to Section 2.4 to less than 65% of 1.2, the amount specified Parent will keep each Holder participating therein advised in the notice pursuant to Section 2.2(b), Parent exercises its rights under Section 2.7 with respect to such Parent Underwritten Offering or Parent terminates such Parent Underwritten Offering pursuant writing as to the next sentenceinitiation of each registration and as to the completion thereof. At its expense the Parent may decide to terminate any Parent Underwritten Offering at any time in its sole discretion, whether or not any Designated will furnish such number of prospectuses and other documents incident thereto as a Holder has elected to include Registrable Securities participating in such Parent Underwritten Offeringregistration from time to time may reasonably request.

Parent Registration. (a) At any time during the Registration Period that the Shelf Registration is not effective under Section 2, the Holder shall have the following receipt rights under this Section 4. If Parent shall determine to register any shares of Company Common Stock in addition to the shares of Company Common Stock registered pursuant to the Shelf Registration either for its own account or the account of a 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 Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, Parent will: (i) promptly give to the Holder written notice from the Securityholder Representative of a request for a Permitted Underwritten Offering thereof pursuant to Section 2.2(b14; and (ii) use its best efforts to include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Shares specified in a written request or requests, made by the Holder and received by Parent within ten (10) days after the written notice from Parent described in clause (i) above is mailed or delivered by Parent. Such written request may elect, in lieu of such Permitted Underwritten Offering to include specify all or a portion part of the Holder's Registrable Securities Shares. (b) If the registration of which Parent gives notice is for a registered public offering involving an underwriting, Parent shall so advise the Holder as a part of a written notice given pursuant to Section 14. In such event, the right of any Holder to registration pursuant to this Section 4 shall be sold conditioned upon such Holder's participation in such Permitted Underwritten Offering in an underwritten public offering by Parent of any of its stock or other equity securities (“Parent Underwritten Offering”). Parent shall provide written notice underwriting and the inclusion of such election Holder's Registrable Shares in the underwriting to the Securityholder Representativeextent provided herein. Should Holder wish to participate in such a registration, The Holder agrees that he shall (together with Parent and such notice shall suspend Parent’s obligations under Section 2.2 for as long as the other holders of securities of Parent is in good faith pursuing such Parent Underwritten Offering for up with registration rights to sixty (60) calendar days; provided that such period may be extended for any reasonable period recommended by the managing underwriter or underwriters for such Parent Underwritten Offering. Parent shall have the right to select the managing underwriter(s) for any Parent Underwritten Offering, which shall be one or more investment banking firms of nationally recognized standing. All Designated Holders proposing to distribute participate therein distributing their Registrable Securities securities through such Parent Underwritten Offering shall underwriting) enter into an underwriting agreement among Parent and in customary form with the representative of the underwriter or underwriters selected by Parent. (c) Notwithstanding any other provision of this Section 4 if the representative of the underwriters advises Parent in customary form, and such other agreements, including, but not limited to, custody agreements and lock-up agreements, requested by the managing underwriters, so long as all Designated Holders participating in such Parent Underwritten Offering are required to enter into substantially similar custody agreements or lock-up agreements, as the case may be; provided writing that no Designated Holder shall be required to make any representations or warranties or give any indemnities other than those related to title and ownership of, and power and authority to transfer, Registrable Securities and as to the accuracy and completeness of statements made in marketing factors require a registration statement, prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to Parent or the managing underwriter(s) by such Designated Holder pertaining exclusively to such Designated Holder. Any Parent Underwritten Offering conducted in lieu of a Permitted Underwritten Offering shall count towards the limitation on the number of Permitted Underwritten Offerings in Section 2.2(b)shares to be underwritten, unless the representative may exclude all Registrable Shares from, or limit the number of Registrable Shares to be included in, the registration and underwriting. If the offering of Parent's securities are to the general public, Parent may limit, to the extent so advised by the underwriters, the amount of Registrable Securities securities to be included in the registration by Parent's shareholders (including the Holder); provided, however, that the aggregate value of securities to be included in such Parent Underwritten Offering is registration by Parent's shareholders (including the Holder) may not be so reduced pursuant to Section 2.4 to less than 65% twenty-five percent (25%) of the amount specified total value of all securities included in such registration. Parent shall so advise the Holder, and the number of shares of securities that are entitled to be included in the notice pursuant registration and underwriting shall be allocated first to Section 2.2(b), Parent exercises for securities being sold for its rights under Section 2.7 with respect to such Parent Underwritten Offering or Parent terminates such Parent Underwritten Offering pursuant own account and thereafter as set forth herein. If any person does not agree to the next sentenceterms of any such underwriting, he shall be excluded therefrom by written notice from Parent or the underwriter. Parent may decide to terminate any Parent Underwritten Offering at any time in its sole discretion, whether Any Registrable Shares or not any Designated Holder has elected to include Registrable Securities in other securities excluded or withdrawn from such Parent Underwritten Offeringunderwriting shall be withdrawn from such registration.

Parent Registration. At (a) If (but without any time following receipt of obligation to do so) Parent proposes to register (including for this purpose a notice from the Securityholder Representative of a request for a Permitted Underwritten Offering pursuant to Section 2.2(b), Parent may elect, in lieu of such Permitted Underwritten Offering to include all or a portion of the Registrable Securities to be sold in such Permitted Underwritten Offering in an underwritten public offering registration effected by Parent of for stockholders other than the Holders) any of its stock or other equity securities under the Securities Act in connection with the public offering of such securities (“other than a registration relating solely to the sale of securities to participants in a Parent Underwritten Offering”stock plan, a registration with respect to any transaction within the scope of Rule 145 or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities). , Parent shall provide give each Holder thirty days prior written notice of such election registration. Upon the written request of each Holder given within fifteen days after receipt of such notice by Parent in accordance with Section 5.7, Parent shall, subject to the Securityholder Representativeprovisions of Section 4.2(c), and use commercially reasonable efforts to cause all of the Registrable Securities that each such notice shall suspend Parent’s obligations Holder has requested to be registered to be so registered under Section 2.2 for as long as Parent is in good faith pursuing such Parent Underwritten Offering for up to sixty the Securities Act. (60b) calendar days; provided that such period may be extended for any reasonable period recommended by the managing underwriter or underwriters for such Parent Underwritten Offering. Parent shall have the right to select terminate or withdraw any registration initiated by it under this Section 4.2 prior to the managing underwriter(seffectiveness of such registration whether or not any Holder has elected to include securities in such registration. (c) All expenses (other than underwriting discounts and commissions related to the Registrable Securities) incurred, in connection with any registration, pursuant to this Section 4.2, including all registration, filing, and qualification fees, printers and accounting fees, fees and disbursements of counsel for any Parent Underwritten Offering, which and the fees and disbursements of one counsel for the selling Holders (not to exceed $50,000 per registration) selected by the holders of a majority of the Registrable Securities included in the offering shall be one or more investment banking firms borne by Parent regardless of nationally recognized standing. All Designated Holders proposing whether such Registration Statement is declared effective by the SEC. (d) In connection with any offering involving an underwriting of shares of Parent’s capital stock, Parent shall not be required under this Section 2.2 to distribute their include any of the Registrable Securities through in such Parent Underwritten Offering shall enter into an underwriting agreement among unless the Holders thereof accept the terms of the underwriting as agreed upon between Parent and the underwriters in customary formselected by it (or by other persons entitled to select the underwriters), and then only in such other agreementsquantity as the underwriters determine in their sole discretion will not, includingjeopardize the success of the offering by Parent. If the total amount of securities, but not limited to, custody agreements and lock-up agreementsincluding Registrable Securities, requested by the managing underwriters, so long as all Designated Holders participating in such Parent Underwritten Offering are required to enter into substantially similar custody agreements or lock-up agreements, as the case may be; provided that no Designated Holder shall be required to make any representations or warranties or give any indemnities other than those related to title and ownership of, and power and authority to transfer, Registrable Securities and as to the accuracy and completeness of statements made in a registration statement, prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to Parent or the managing underwriter(s) by such Designated Holder pertaining exclusively to such Designated Holder. Any Parent Underwritten Offering conducted in lieu of a Permitted Underwritten Offering shall count towards the limitation on the number of Permitted Underwritten Offerings in Section 2.2(b), unless the amount of Registrable Securities stockholders to be included in such offering exceeds the amount of securities sold other than by Parent Underwritten Offering that the underwriters determine in their sole discretion is reduced pursuant to Section 2.4 to less than 65% compatible with the success of the amount specified offering, then Parent shall be required to include in the notice pursuant offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to Section 2.2(b)be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders of Registrable Securities included in the offering be reduced below thirty percent of the total amount of securities included in such offering. For purposes of the preceding parenthetical concerning apportionment, Parent exercises its rights under Section 2.7 for any selling stockholder which is a Holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such Parent Underwritten Offering or Parent terminates such Parent Underwritten Offering pursuant to “selling stockholder” shall be based upon the next sentence. Parent may decide to terminate any Parent Underwritten Offering at any time in its sole discretion, whether or not any Designated Holder has elected to include aggregate amount of Registrable Securities owned by all entities and individuals included in such Parent Underwritten Offering“selling stockholder,” as defined in this sentence.