Participation in Registration Clause Samples

Participation in Registration. (a) In addition to the Shares, the Company agrees, subject to the provisions hereof, to include up to 30,000 shares of Common Stock underlying warrants owned by Mr. ▇▇▇▇▇ (▇▇e "Additional Shares") in the Registration Statement (the filing of the Registration Statement to register the Shares and the Additional Shares referred to as the "Registration"). (b) The Additional Shares included for sale in the Offering shall be on the same terms and conditions as the Shares to be registered and sold through underwriters pursuant to the Registration Statement; provided, however, that as a condition to the inclusion of the Additional Shares, Mr. ▇▇▇▇▇ ▇▇▇ll execute an underwriting agreement acceptable to the Company and the underwriters and, if requested, a custody agreement having such customary terms as the underwriters shall request, including indemnification, and if the managing underwriter determines and advises the Company and Mr. ▇▇▇▇▇ ▇▇ writing that the inclusion in the Offering of all of the Additional Shares and any other shares of Common Stock sought to be registered 2 by any other stockholder of the Company exercising rights comparable to those of Mr. ▇▇▇▇▇ ▇▇▇er this Agreement (the "Other Common Stock") would, in its reasonable and good faith judgment, interfere with the successful marketing of the Shares to be registered for sale in the Offering by the Company, then the number of Additional Shares and shares of Other Common Stock requested to be included in the Offering shall be reduced pro rata among Mr. ▇▇▇▇▇ ▇▇▇ the holders of Other Common Stock requesting inclusion in the Offering and may, in the determination of such managing underwriter, be reduced to zero. (c) At any time prior to the filing of the Registration Statement, the Company may terminate this Agreement if the Company determines that it is not in the interests of the Company to pursue the Offering at such time. Nothing contained in this Agreement, however, shall limit the Company's right to cancel, terminate, postpone or withdraw the Registration for any reason.

Participation in Registration. If at any time the Company proposes to file a registration statement under the Securities Act with respect to a public offering or resale of shares of Common Stock underlying Series B Preferred Stock or related warrants having substantially similar terms to those of the Warrants, for the account of any holder of Series B Preferred Stock or related Warrants (or underlying shares of Common Stock), then the Company shall include in each such registration statement all Registrable Securities, and such registration statement shall also cover the issuance of the Warrant Shares.

Participation in Registration. The Issuer shall only have the right to include shares of Issuer Common Stock in a registration under this Section 2.1 if (i) it is seeking to include such shares in light of the Issuer's reasonable determination of its capital needs at such time and (ii) the bookrunning managers determine and notify the Issuer and the Stockholders Representative in writing that such additional shares can be included in the offering without adversely affecting the ability of the Stockholders to sell the Specified Share Number in such offering or the per share price to be obtained in such offering. For the avoidance of doubt, no other Person (other than the Stockholders or the Issuer pursuant to this Section 2.1(g)) shall have the right to include shares of Issuer Common Stock in a registration under this Section 2.1.

Participation in Registration. (a) If, at any time or from time to time after May 1, 1997 and prior to December 31, 1997, the Company shall determine to register any of its securities, either for its own account or the account of a security holder or holders exercising their respective demand registration rights, 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 to an SEC Rule 145 transaction, the Company will: (i) promptly give to the Holders written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all Registrable Securities specified in a written request or requests, made within 30 days after receipt of such written notice from the Company, by the Holders. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.1(a)(i). In such event, the right of the Holders to registration pursuant to Section 1.1 shall be conditioned upon the Holders' agreeing to participate in such underwriting and in the inclusion of such Holders' Registrable Securities in the underwriting to the extent provided herein. The Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company or by other holders exercising their demand registration rights. Notwithstanding any other provision of this Section 1.1, if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the number of Registrable Securities to be included in the registration and underwritten public offering on a pro rata basis based on the respective amounts of Registrable Securities owned by the Holders and securities of the Company owned by each other holder seekin...

Participation in Registration. If the Company at any time proposes to register any securities under the Securities Act (other than by a registration on Form S-4 or Form S-8 or any successor or similar form and other than pursuant to Section 2), whether or not for sale for its own account, it will each such time, promptly give Notice to the Holder. Upon the written request of the Holder made within 30 days after the receipt of any such Notice (which request shall specify the Registrable Securities intended to be disposed of and the intended method of disposition), the Holder shall have the right to participate in such registration on the terms and conditions thereof. 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 the Holder 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 any Registration Expenses in connection therewith), without prejudice, however, to the rights of the Holder to request that such registration be effected as a registration under Section 2, and (ii) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3 shall relieve the Company of its obligation to effect any registration under Section 2.

Participation in Registration. No Holder may participate in any Registration hereunder which is underwritten unless such Holder (a) agrees to sell its securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, and (b) completes and executes all questionnaires, powers of attorney, underwriting agreements and other documents customarily required under the terms of such underwriting arrangements and provides such written information concerning itself as may be required for registration, including for inclusion in any registration statement.

Participation in Registration. No Investor may participate in any Registration hereunder unless such Investor (a) agrees to sell its securities on the basis provided in any underwriting arrangements approved by the Company or GSC, as the case may be, and (b) completes and executes all questionnaires, powers of attorney, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. Nothing in this Section 6.5 shall be construed to create any additional rights regarding the registration of Registrable Securities in any Person otherwise than as set forth in this Article VI.

Participation in Registration. No Management Stockholder may participate in any registration of Registrable Shares hereunder which is underwritten unless such Management Stockholder (a) agrees to sell its securities on the basis provided in any underwriting arrangements and (b) completes and executes all questionnaires, powers of attorney, underwriting agreements and other documents customarily required under the terms of such underwriting arrangements and provides such written information concerning itself as may be required for registration, including for inclusion in any registration statement, provided however, that for the avoidance of doubt, nothing in this Section 4.3 shall grant to any Management Stockholder an affirmative right to participate in any registration hereunder.

Participation in Registration. If the Company shall propose, at any time to register any of its securities under the Securities Act for sale for cash for its own account or for the account of investors exercising their respective registration rights (otherwise than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act), or a registration is requested by other holders of securities issued by the Company exercising their respective registration rights, the Company shall give the Holder notice of such proposed registration at least 20 days prior to, the filing of a registration statement. At the written request of the Holder delivered to the Company within 10 business days after the receipt of the notice from the Company, which request shall state the number of Registrable Securities that the Holder wishes to sell or distribute publicly under the registration statement proposed to be filed by the Company, the Company shall use its best efforts, subject to Section 2.3 hereof, to register under the Securities Act such Registrable Securities (the "Piggyback Registration"). The Company shall not be obligated to so use its best efforts pursuant to this Agreement more than two (2) times.