Common use of Participatory Registration Clause in Contracts

Participatory Registration. Subject to Section 8, if at any time the Company determines that it shall file a registration statement under the Securities Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, the Company shall each such time promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than ten (10) days after the date of receipt of the Company's notice, the Company shall use its reasonable efforts to cause to be registered under the Securities Act all of the Registrable Stock that each such Holder has so requested to be registered; provided that the amount of Registrable Stock included in such registration shall be equal to at least the Minimum Demand Amount but not more than the Maximum Demand Amount. If, in the opinion of the managing underwriter (or, in the case of a non-underwritten offering, in the opinion of the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (a) at a price reasonably related to the then current market value of such securities, or (b) without otherwise materially and adversely affecting the entire offering, then the Company shall be entitled either (i) to reduce the number of shares of Registrable Stock to be registered or (ii) to elect not to register any shares of Registrable Stock in such offering. Any reduction made pursuant to the immediately preceding sentence shall be allocated among all such Holders in proportion (as nearly as practicable) to the amount of Registrable Stock owned by each Holder at the time of filing the registration statement.

Participatory Registration. Subject to Section 8, if If at any time the Company determines that it shall file a registration statement under the Securities Act (other than a registration statement on a Form S-4 or S-8 or any successor forms or filed in connection with an a merger, acquisition, exchange offer or other business combination transaction or an offering of securities solely to the Company's existing stockholderssecurityholders or employees) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or or on behalf of selling holders of its securities securities, or on behalf of both, for the general registration of its Class A Common Stock to be sold for cash, the Company shall each such time promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty fifteen (3015) days from the date of such notice, and advising each Holder of its right to have request that its Registrable Stock be included in such registration. Upon the written request of any Holder received by the Company no later than ten (10) days after the date of receipt of the Company's notice, the Company shall use its reasonable efforts to cause to be registered under effect the Securities Act registration (as set forth in Section 4) of all of the Registrable Stock that each such Holder has so requested to be registered; provided that registered and to cause the amount managing underwriter or underwriters of the proposed underwritten offering to permit such Holder to include its Registrable Stock included in such registration shall offering on the same terms and conditions as the shares of Class A Common Stock to be equal sold by the Company (or, if no shares are to at least be sold by the Minimum Demand Amount but not more than Company, the Maximum Demand Amountshares of Class A Common Stock to be sold by selling stockholders) included therein. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the reasonable good faith opinion of the Company), the total amount number of such securities shares of Class A Common Stock to be so registered, including such Registrable Stock, will exceed the maximum amount number of the Company's securities shares of Class A Common Stock which can be marketed (a) at a price per share reasonably related to the then current market value per share of such securitiesthe Class A Common Stock, or and (b) without otherwise materially and adversely affecting the entire offering, then the Company shall be entitled either (i) to reduce the number of shares of Registrable Stock to be registered or (ii) to elect not to register any shares of Registrable Stock in such offeringregistered. Any reduction made pursuant to the immediately preceding sentence shall be allocated among all such Holders in proportion (as nearly as practicable) to the amount of Registrable Stock owned by each Holder at the time of filing the registration statement. The Company shall not be required under this Section 3 to include shares of Registrable Stock in any underwritten offering unless the Holders of such shares of Registrable Stock accept the terms of the underwriting of such offering that have been reasonably agreed upon between the Company and the underwriters selected by the Company.

Participatory Registration. Subject to Section 8Employer shall notify Executive, if at any time the Company determines that it shall file a registration statement under the Securities Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, the Company shall each such time promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than least thirty (30) days from prior to the date filing of such noticeany registration statement of forms X-0, X-0, X-0, XX-0, or any successor forms under the Securities Act of 1933, as amended (specifically excluding any registration statement on forms X-0, X-0, or any successor forms for similar transactions), covering any class of stock of Employer and advising each Holder of its right to have Registrable Stock included in such registration. Upon will upon the written request of any Holder received by the Company no later than ten Executive delivered at least twenty (1020) days after the date of receipt of the Company's noticeprior to such filing, the Company shall use its reasonable efforts to cause to be registered under the Securities Act all of the Registrable Stock that each such Holder has so requested to be registered; provided that the amount of Registrable Stock included include in any such registration statement such information as may be required to register such number of Executive's Shares as Executive may request. Executive and Employer shall be equal to at least the Minimum Demand Amount but not more than the Maximum Demand Amounteach include customary representations, warranties, indemnification, and contribution provisions in any underwriting agreement entered into in connection with such registration. If, in the opinion of If the managing underwriter (or, underwriters for such registration advise Employer in the case of a non-underwritten offering, writing that in the opinion of the Company)their opinion, the total amount of such securities to be so registeredincluded in such registration statement exceeds the amount which should reasonably be included in that offering to achieve Employer's financing goals, including such Registrable Stock, will exceed Employer may limit the maximum amount of the Company's securities which can stock to be marketed (a) at a price reasonably related to the then current market value of such securities, or (b) without otherwise materially and adversely affecting the entire offering, then the Company shall be entitled either included as follows: (i) first, all securities Employer proposes to reduce the number of shares of Registrable Stock to sell may be registered or included, (ii) second, stock requested to elect not to register any shares of Registrable Stock be included in such offering. Any reduction made pursuant registration by all third parties, other than executives and employees, that have a contractual right to have such stock so included may be included; (iii) third, Shares of common stock requested to be included in such registration by all executives and employees may be included on the immediately preceding sentence shall basis of the amount of Shares owned of record by each employee, and (iv) fourth, if applicable, other stock requested to be allocated among included in such registration may be similarly and ratably adjusted with all such Holders in proportion (as nearly as practicable) executives' and employees' stock pro rata according to the amount of Registrable Stock stock owned of record by any proposed seller. All incremental expenses of such registration will be allocated pro rata according to the number of Shares included for Executive. There shall be no limit on the number of registrations so requested, but each Holder at the time such request shall cover an amount of filing the registration statementShares having a proposed offering price of not less than Fifty Thousand Dollars ($50,000.00).

Participatory Registration. Subject to Section 8, if (a) If at any time on or after the date that is ninety (90) days from the Effective Time, the Company determines that it shall file a registration statement under the Securities Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cashcash (other than where such selling holders are limited to selling securities pursuant to an over-allotment option), the Company shall each such time promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty fifteen (3015) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon Subject to Sections 7 and 9, upon the written request of any Holder received by the Company no later than ten (10) days after the date of receipt of the Company's notice, the Company shall use its reasonable efforts to cause to be registered under the Securities Act all of the Registrable Stock that each such Holder has so requested to be registered; provided that the amount of Registrable Stock included in such registration shall not exceed 50% (the "Aggregate Maximum Participatory Amount") of the total Registrable Stock existing on the date of such notice given by the Company, and provided further that, with respect to any Holder who is a Purchaser or an Affiliate of a Purchaser, the amount of Registrable Stock included in such registration by such Holder shall not exceed 50% of the total Registrable Stock held by such Holder. If the amount of Registrable Stock requested to be equal included in a registration pursuant to at least this Section 4(a) exceeds the Minimum Demand Aggregate Maximum Participatory Amount, then the amount of Registrable Stock registered in such registration shall be reduced pro rata based upon the amount of securities then held by each Holder so that the Aggregate Maximum Participatory Amount but is not more than the Maximum Demand Amount. Ifexceeded. (b) In a registration pursuant to Section 4(a) hereof, in the opinion of if the managing underwriter (or, in the case of a non-underwritten offering, the Company) has informed the Holders of Registrable Stock requesting inclusion in such offering (and the Company in the case of an underwritten offering) that in such underwriter's opinion (or, in the case of a non-underwritten offering, the opinion of the Company)) the total number of securities which the Company, the total amount Holders of Registrable Stock and any other Persons desiring to participate in such securities registration intend to be so registered, including include in such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (a) at a price reasonably related to the then current market value of offering is such securities, or (b) without otherwise as could materially and adversely affecting affect the entire success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised (or, in the case of a non-underwritten offering, that it reasonably determines) should be included in such registration. In such event: (1) in cases only involving the registration for sale of securities for the Company's own account (other than pursuant to the exercise of participatory rights herein and in other contractual commitments of the Company), securities shall be entitled either registered in such offering in the following order of priority: (i) first, the securities which the Company proposes to reduce register, (ii) second, provided that no securities sought to be included by the number Company have been excluded from such registration, the securities which have been requested to be included in such registration by Persons entitled to exercise participatory registration rights pursuant to contractual commitments of shares the Company existing as of the date hereof, pro rata based upon the aggregate amount of securities then held, and (iii) third, provided that no securities sought to be included by the Company or the other Persons described in the immediately preceding clause (ii) have been excluded from such registration, the securities which have been requested to be included in such registration by the Holders of Registrable Stock pursuant to this Agreement together with the securities of other Persons entitled to exercise participatory registration rights pursuant to contractual commitments of the Company (pro rata based upon the aggregate amount of securities then held) and are not included in the immediately preceding clause (ii); and (2) in cases not involving the registration for sale of securities for the Company's own account only, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Company is the basis for the registration and, pursuant to the terms of the ECC Agreement, the securities requested to be registered included in such registration by any ECC Holder pursuant to paragraph 4 of the ECC Agreement, pro rata based upon the aggregate amount of securities then held, (ii) second, provided that no securities of such Person referred to in the immediately preceding clause (i) have been excluded from such registration, the securities which have been requested to be included in such registration by Persons entitled to exercise participatory registration rights pursuant to contractual commitments of the Company existing as of the date hereof, pro rata based upon the aggregate amount of securities then held, (iii) third, provided that no securities of such Persons referred to in the immediately preceding clause (i) or (ii) have been excluded from such registration, the securities which have been requested to elect not to register any shares be included in such registration by the Holders of Registrable Stock in such offering. Any reduction made pursuant to this Agreement together with the securities of other Persons entitled to exercise participatory registration rights pursuant to contractual commitments of the Company (pro rata based upon the aggregate amount of securities then held) and are not included in the immediately preceding sentence shall be allocated among all clause (ii) and (iv) fourth, provided that no securities of any other Person have been excluded from such Holders in proportion (as nearly as practicable) registration, the securities which the Company proposes to the amount of Registrable Stock owned by each Holder at the time of filing the registration statementregister.

Participatory Registration. Subject to Section 8Sections 7 and 9, if at any time the Company determines that it shall file a registration statement under the Securities Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, the Company shall each such time promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty fifteen (3015) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than ten (10) days after the date of receipt of the Company's notice, the Company shall use its reasonable efforts to cause to be registered under the Securities Act all of the Registrable Stock that each such Holder has so requested to be registered; provided that the amount of Registrable Stock included in such registration shall be equal to at least the Minimum Demand Amount but not more than the Maximum Demand Amount. If, in the opinion of the managing underwriter (or, in the case of a non-underwritten offering, in the opinion of the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (a) at a price reasonably related to the then current market value of such securities, or (b) without otherwise materially and adversely affecting the entire offering, then the Company shall be entitled either (i) to reduce the number of shares of Registrable Stock to be registered or (ii) to elect not to register any shares of Registrable Stock in such offering. Any reduction made pursuant to the immediately preceding sentence shall be allocated made pro rata among all any such Holders and any other security holders of the Company registering securities in proportion (as nearly as practicable) to the amount of Registrable Stock owned by each Holder at the time of filing the registration statementsuch registration.

Participatory Registration. Subject to Section 8, if If at any time the Company determines -------------------------- that it shall file a registration statement under the Securities Act (other than a registration statement on a Form S-4 or S-8 or any successor forms or filed in connection with an a merger, acquisition, exchange offer or other business combination transaction or an offering of securities solely to the Company's existing stockholderssecurityholders or employees) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or or on behalf of selling holders of its securities securities, or on behalf of both, for the general registration of its Class A Common Stock to be sold for cash, the Company shall each such time promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty fifteen (3015) days from the date of such notice, and advising each Holder of its right to have request that its Registrable Stock be included in such registration. Upon the written request of any Holder received by the Company no later than ten (10) days after the date of receipt of the Company's notice, the Company shall use its reasonable efforts to cause to be registered under effect the Securities Act registration (as set forth in Section 4) of all of the Registrable Stock that each such Holder has so requested to be registered; provided that registered and to cause the amount managing underwriter or underwriters of the proposed underwritten offering to permit such Holder to include its Registrable Stock included in such registration shall offering on the same terms and conditions as the shares of Class A Common Stock to be equal sold by the Company (or, if no shares are to at least be sold by the Minimum Demand Amount but not more than Company, the Maximum Demand Amountshares of Class A Common Stock to be sold by selling stockholders) included therein. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the reasonable good faith opinion of the Company), the total amount number of such securities shares of Class A Common Stock to be so registered, including such Registrable Stock, will exceed the maximum amount number of the Company's securities shares of Class A Common Stock which can be marketed (a) at a price per share reasonably related to the then current market value per share of such securitiesthe Class A Common Stock, or and (b) without otherwise materially and adversely affecting the entire offering, then the Company shall be entitled either (i) to reduce the number of shares of Registrable Stock to be registered or (ii) to elect not to register any shares of Registrable Stock in such offeringregistered. Any reduction made pursuant to the immediately preceding sentence shall be allocated among all such Holders in proportion (as nearly as practicable) to the amount of Registrable Stock owned by each Holder at the time of filing the registration statement. The Company shall not be required under this Section 3 to include shares of Registrable Stock in any underwritten offering unless the Holders of such shares of Registrable Stock accept the terms of the underwriting of such offering that have been reasonably agreed upon between the Company and the underwriters selected by the Company.