Piggy-Back. Registrations. ---------------------------
Piggy-Back. Registration. The Holder shall have the right to include the Registrable Securities as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing; provided, however, that the Holder agrees it shall not have any piggy-back registration rights pursuant to this Section if the Registrable Securities may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holder.
Piggy-Back. (a) There shall be no accident letters for piggy back unless negli- gence is proved on the part of the employee.
Piggy-Back. Registration.
Piggy-Back. REGISTRATION. If the Company proposes to register any of its capital stock under the 1933 Act in connection with the public offering of such securities for its own account or for the account of its security Holders, other than Holders of Registrable Shares pursuant hereto (a "Piggy-Back Registration Statement"), except for (i) a registration relating solely to the sale of securities to participants in the Company's stock plans or employee benefit plans or (ii) a registration relating solely to an transaction for which Form S-4 may be used, then:
Piggy-Back. REGISTRATIONS. If at any time the Company shall determine to register for its own account or the account of others under the Securities Act (including pursuant to the Qualified Public Offering, the Initial Public Offering or a demand for registration of any stockholder of the Company other than the Purchasers) any of its equity securities, other than on Form S-8 or Form S-4 or their then equivalents or otherwise relating to shares of Common Stock to be issued solely in connection with any acquisition of any entity or business or shares of Common Stock issuable in connection with stock option or other employee benefit plans, it shall send to each holder of Registrable Shares, including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within ten (10) business days after receipt of such notice, such holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered. If, in connection with any offering involving an underwriting, the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in the registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion pursuant hereto as may reasonably be determined by the managing underwriters; provided, however, as between the Company, other stockholders holding contractual registration rights, and the holders of Registrable Shares, in no event shall the Registrable Shares included in such offering be limited to less than twenty-five percent (25%) of the aggregate shares offered. Any inclusion of Registrable Shares in the offering, when the managing underwriter has so limited the number of Registrable Shares that may be included in
Piggy-Back. Rights. If, after the Initial Closing (as defined in the Purchase Agreement) of the Purchase Agreement, the Company proposes to register any shares of Common Stock under the Securities Act on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect) for purposes of a Public Offering by the Company or any registration statement filed by the Company for any other holder of Common Stock holding registration rights with respect to such Common Stock (such other selling stockholders are referred to herein as "Other Stockholders"), the Company shall give written notice of such proposal at least thirty (30) days before the anticipated filing date, which notice shall include the intended method of distribution of such shares of Common Stock to each Holder. Such notice shall specify at a minimum the number of shares of Common Stock proposed to be registered, the proposed filing date of such registration statement, any proposed means of distribution of such shares of Common Stock and the proposed managing underwriter, if any. Subject to Section 2.3, upon the written request of a Holder, given within fifteen (15) days after the transmittal of any such written notice by facsimile confirmed by mail (which request shall specify the Registrable Securities intended to be disposed of by a Holder), the Company will use its best efforts to include in the registration statement with respect to such Public Offering the number of the Registrable Securities referred to in such Holder's request; provided that any participation in such Public Offering by such Holder shall be on substantially the same terms as those applicable to the participation therein by the Company or Other Stockholders; and provided, further, that the number of Registrable Securities to be included in any such Public Offering shall not exceed the Maximum Number. Any such Holder shall have the right to withdraw a request to include Registrable Securities in any Public Offering pursuant to this Section 2.2 by giving written notice to the Company of its election to withdraw such request at least five (5) days prior to the proposed effective date of such registration statement.
Piggy-Back. Registrations. If at any time the Company shall ------------------------- determine to register under the Securities Act (including pursuant to a demand of any stockholder of the Company exercising registration rights) any of its securities, other than on Form S-8 or Form S-4 or their then equivalents, it shall send to each holder of Registrable Shares, including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within 20 days after receipt of such notice, such holder shall so request in writing, the Company shall use its reasonable best efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered therein, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental ("piggy back") right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right, then the Company shall be obligated to include in such registration statement only such pro rata portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. No incidental right under this Section 2 shall be construed to limit any registration required under Section 3.
Piggy-Back. Rites. If the Company proposes to register any shares of Common Stock for itself or any of its stockholders (the "Existing Holders") under the Securities Action a Registration Statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect) for purposes of a Public Offering of such shares, the Company shall give written notice of such proposal at least 20 days before the anticipated filing date, with notice shall include the intended method of distribution of such shares, to the Purchaser. Such notice shall specify at a minimum the number of shares of Common Stock proposed to be registered, the proposed filing date of such Registration Statement, any proposed means of distribution of such shares and the proposed managing underwriter, if any. Subject to Section 2.06, upon the written request of the Purchaser, given within 10 days after the receipt of any such written notice by facsimile confirmed by mail (which request shall specify
Piggy-Back. If the Company proposes to file, on its behalf and/or on behalf of any of its securities holders, a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") other than in connection with a dividend reinvestment, employee stock purchase, option or similar plan or in connection with a merger, consolidation or reorganization, the Company shall give written notice to each Holder at least 30 days before the filing with the Securities and Exchange Commission ("SEC") of such Registration Statement. Each Holder who desires to include any of its shares of Common Stock into which the Convertible Notes are convertible, whether or not already converted, (the "Registrable Securities") in such Registration Statement shall give written notice to the Company within 20 days after the date of mailing of such offer, and shall deliver to the Company a letter from counsel selected by such Holder to the effect that registration under the Securities Act is required. The Company shall thereupon include in such filing the shares of Common Stock designated by such Holder and, subject to its right to withdraw such filing, shall use its best efforts to effect registration under the Securities Act of such shares of Common Stock.
